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Agenda 03-09-23
The City of Boynton Beach City Commission Agenda Thursday, March 9, 2023, 6:00 PM City Hall Commission Chambers Boynton Beach City Commission Mayor Ty Penserga (At Large) Vice Mayor Angela Cruz (District 1) Commissioner Woodrow L. Hay (District 11) Commissioner Thomas Turkin (District 111) Commissioner Aimee Kelley (District IV) Daniel Dugger, City Manager Michael Cirullo, City Attorney Maylee DeJesus, City Clerk *Mission* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. tall www. boy nton- beach. org Page 1 of 744 Welcome Thank you for attending the City Commission Meeting General Rules & Procedures for Public Participation at City of Boynton Beach Commission Meetings The Agenda: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes & Nays" or by a roll call vote. Speaking at Commission Meetings: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit - Three (3) Minutes. Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, and presentations. - Time Limit - Three (3) Minutes. Addressing the Commission: When addressing the Commission, please step up to either podium and state your name for the record. Decorum: Any person who disputes the meeting while addressing the Commission may be ordered by the presiding officer to cease further comments and/or to step down from the podium. Failure to discontinue comments or step down when so ordered shall be treated as a continuing disruption of the public meeting. An order by the presiding officer issued to control the decorum of the meeting is binding, unless over -ruled by the majority vote of the Commission members present. Please turn off all cellular phones in the City Commission Chambers while the City Commission Meeting is in session. The City of Boynton Beach encourages interested parties to attend and participate in public meetings either in-person or via communications media technology online. To view and/or participate in the City Commission meeting online you have the following options: 1. Watch the meeting online, but not participate: Page 2 of 744 You may watch the meeting via the GoToWebinar platform. Visit the City's website at www.boynton-beach.org to access the up-to-date link to the meeting. 2. Watch the meeting online and provide public comment during the meeting: To request to speak during the meeting, you can electronically "raise your hand" or type a question using the GoToWebinar platform. The meeting moderator will announce when it is your turn to speak or have your question addressed. Please note that time limits will be enforced so comments must be limited to no more than 3 minutes. For additional information or for special assistance prior to the meeting, please contact Mavlee De Jesus, City Clerk at cityclerk@bbfl.us or (561) 742-6061. Page 3 of 744 1. Openings A. Call to Order - Mayor Ty Penserga Roll Call Invocation by Rabbi Michael Simon, Temple Beth Kodesh Pledge of Allegiance to the Flag led by Vice Mayor Angela Cruz Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption 2. Other A. Informational items by the Members of the City Commission. 3. Announcements, Community And Special Events And Presentations A. Proclaim the month of March as Women's History Month. The Proclamation will be accepted by Ashley Cacicedo from the League of Women Voters of Palm Beach County. B. Proclaim the month of March as Irish American History Month. The proclamation will be accepted by Al Fox of the Ancient Order of Hibernians. C. Announce the 9th Annual Rally for the Cure Tennis Tournament will be held on Saturday, March 11th from 9 A.M. - 12 P.M. at the Boynton Beach Tennis Center located at Congress Avenue Barrier Free Park (3111 S. Congress Avenue). To register, visit the Recreation & Parks Department website www.wemakelifefun.com or call the Boynton Beach Tennis Center at 561-742- 6575. D. Announce the Vince Wilfork Speaking Engagement at the Ezell Hester Jr. Community Center (1901 N. Seacrest Blvd.) at 6:30 P.M. on Wednesday, March 15, 2023. He will be speaking on his journey of making it to the NFL to inspire youth and young adults to reach for their dreams. The event is free and open to the public. E. Gary Dunmyer, City Engineer, to provide status report on the EcoPark project. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. Administrative A. Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. B. Approve Commissioner Kelley's request for Community Support funds to the following: $500 to the Bill Tome Foundation, $500 to Boynton Beach Bulldogs, $500 to Connect 2 Greatness, and $1000 to Pearls of Palm Beach Florida, Inc. 6. Consent Agenda Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments Page 4 of 744 A. Proposed Resolution No. R23-025- Approve and authorize the Mayor to sign a Signature Authority Delegation and appoint Daniel Dugger, City Manager, as Certifying Officer vis-a-vis State of Florida Department of Economic Opportunity Boynton Beach Fire Rescue Station No. 2 - Hardening Grant. B. Proposed Resolution No. R23-026- Approve and Authorize the Mayor to sign a lease agreement between the Boynton Beach Faith Based Community Development Corporation and The City of Boynton Beach for the property located at 2191 North Seacrest Boulevard. C. Proposed Resolution No. R23-027- Approve and authorize the City Manager to sign a five (5) year agreement with Gelin Benefits Group, LLC. for Benefit Consulting Services, with a not to exceed $90,040.70 per year. These services are not subject to the competitive solicitation requirements per Florida Statute 287.057. D. Proposed Resolution No. R23-028- Approve and authorize the City Manager to sign quote utilizing the Minnesota W SCA-NASPO Master Agreement Contract MNW NC -124 through the Participating Addendum State of Florida Alternate Contract # 43211500-W SCA -15 -ACS for the purchase of semi -rugged laptops from GovDirect in the amount of $61,983.00. The State of Minnesota's procurement process satisfies the City's competitive bid requirements. E. Proposed Resolution No. R23-029- Approve transmittal of the City of Boynton Beach State Housing Initiative Partnership (SHIP) Program Annual Report for FY2019-2020, and authorize the Mayor to sign the corresponding Local Housing Certification. F. Proposed Resolution No. R23-030- Approve and authorize the Mayor to execute all closing documents in connection with the sale of the parcel of land SE 21stAvenue to Nicholas Malinosky, as previously approved by the City Commission on November 14, 2022. G. Legal Expenses - January 2023. Information requested by the City Commission. No action required at this time. H. Approve minutes from the February 15, 2023 Special City Commission Meeting, and February 21, 2023 City Commission Meeting. 7. Consent Bids And Purchases Over $100,000 A. Approval to issue a Purchase Order for the rental of a 1.000 Kilowatt (KW) emergency backup generator and cables at the East Water Treatment Plant (EWTP) from Pantropic Power Cat for a monthly cost of $11,056.80 and service cost of $2,095.00 twice a year for a total annual cost of $136,871.60. Utilizing the Sourcewell NJPA Contract #062320 -CAT, previously approved by Commission on February 15, 2022. B. Proposed Resolution No. R23-031- Approve and authorize the City Manager to sign an End User License Agreement including Addendum and procure from Mark43, Inc. their hosted SaaS Services for Computer Aided Dispatch (CAD) and Records Management System (RMS) as described in their proposal, for a cost of $2,051,217.99. 8. Public Hearing - None 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Proposed Ordinance No. 23-005- Second Reading - Approve The Pierce request for Rezoning (REZN 22-001) from Central Business District (CBD) to Mixed -Use Core (MU -C), property generally located at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. Page 5 of 744 B. Proposed Ordinance No. 23-006- Second Reading - Approve request for Abandonment of the 225 -foot long segment of the 20 -foot wide right-of-way located within the northern section of the proposed The Pierce development approximately 175 feet south of the East Boynton Beach Boulevard centerline (a.k.a. "North Alley") (ABAN 22-001), the 225 -foot long segment of the 40 - foot wide NE 1st Avenue right-of-way (ABAN 22-002), and the 335.02 -foot long segment of the 20 -foot wide right-of-way located within the southern section of the proposed The Pierce development, approximately 150 feet north of the East Ocean Avenue centerline (a.k.a "South Alley") (ABAN 22-003). Applicant: Jeffery Burns, Affiliated Development. C. Approval of Variance (ZNCV 23-002) of Part III, Chapter 4, Article II, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. D. Approve request for a New Master Plan (MPMD 22-005) and New Major Site Plan (NWSP 22- 004) for The Pierce mixed-use development to allow the construction of an eight (8) -story building with 300 dwelling units, 17,089 square feet of commercial space, associated recreational amenities, and parking on a 3.04 acre site, located generally at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. E. Approve request for four (4) Community Design Appeals (CDPA 22-002, 23-006, 23-007, & 23- 008) of Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages, which prohibits freestanding parking garages from having frontage on any arterial or collector roadway, to allow for alternative design solutions for the freestanding parking garage as proposed, for The Pierce mixed-use project in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. F. Approve request for Height Exception (HTEX 23-001) to allow the freestanding parking garage egress staircase of the The Pierce mixed-use project to be constructed at 77 feet 11 inches, 2 feet 11 inches above the maximum allowable height of 75 feet in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. 9. City Manager's Report - None 10. Unfinished Business - None 11. New Business - None 12. Legal A. Proposed Ordinance No. 23-007- First Reading- General Employees Pension - Board Secretary Duties & Long-term Disability Determinations. 13. Future Agenda Items A. Consider revised local rules for approval. - March 21, 2023 B. Continue discussion on adding a new sister city, requested by Commissioner Turkin - March 2023 C. Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - TBD D. Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin - TBD E. Review Advisory Board Ordinance, requested by Commissioner Kelley. - TBD F. Discussion regarding future cemetery lots in Boynton Beach, requested by Commissioner Hay -TBD G. Discussion for Ordinance regarding tints for paraphernalia shops, requested by Commissioner Turkin - TBD Page 6 of 744 H. Look into lowering or waiving arts impact fees for small businesses, requested by Commissioner Turkin- TBD I. Discussion regarding changing minimum requirements for traffic studies, requested by Commissioner Turkin- TBD J. Update regarding speedbumps throughout the City, requested by Commissioner Turkin-TBD K. Discussion regarding bringing more jobs to the City at former ToysRUs site, requested by Commissioner Turkin.- TBD 14. Adjournment Notice If a person decides to appeal to any decision made by the City Commission with respect to any matter considered at this meeting, He/She will need a record of the proceedings and, for such purpose, He/She may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. (ES. 286.0105) The city shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service, program, or activity conducted by the city. Please contact the City Clerks office, (561) 742- 6060 or (TTY) 1-800-955-8771, at least 48 hours prior to the programor activity in order for the city to reasonably accommodate your request. Additional agenda iterns may be added subsequent to the publication of the agenda on the city's web site. Information regarding iterns added to the agenda after it is published on the city's web site can be obtained fromthe office of the City Clerk Page 7 of 744 01110111 Requested Action by Commission: Proclaim the month of March as Women's History Month. The Proclamation will be accepted by Ashley Cacicedo from the League of Women Voters of Palm Beach County. Explanation of Request: American women of every race, class and ethnic background have made historic contributions to the growth and strength of our Nation in countless recorded and unrecorded ways and served as early leaders in the forefront of every major progressive social change movement and served courageously in the military. They have played and continue to play a critical economic, cultural and social role in every sphere of the life of the Nation by constituting a significant portion of the labor force working inside and outside of the home and American women have played a unique role throughout the history of the Nation by providing the majority of the volunteer labor force of the Nation. American women have been leaders, not only in securing their own rights of suffrage and equal opportunity, but also in the Abolitionist movement, the Emancipation movement, the Industrial labor movement, the Civil Rights movement, and other movements; especially the peace movements, which created a more fair and just society for all. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 8 of 744 Type Flirocbirnatioin Description WorTIENI'I'S II history IMointh IFliroclbirna bola Page 9 of 744 pro e I CGAM Cation WHEREAS, American women of every race, class and ethnic background have made historic contributions to the growth and strength of our Nation in countless recorded and unrecorded ways and served as early leaders in the forefront of every major progressive social change movement and served courageously in the military; and WHEREAS, American women have played and continue to play a critical economic, cultural and social role in every sphere of the life of the Nation by constituting a significant portion of the labor force working inside and outside of the home and American women have played a unique role throughout the history of the Nation by providing the majority of the volunteer labor force of the Nation; and WHEREAS, American women have been leaders, not only in securing their own rights of suffrage and equal opportunity, but also in the Abolitionist movement, the Emancipation movement, the Industrial labor movement, the Civil Rights movement, and other movements; especially the peace movements, which created a more fair and just society for all; and WHEREAS, despite these contributions, the role of American women in history has been consistently overlooked and undervalued, in the literature, teaching and study of American history; NOW THEREFORE, I, Ty Penserga, Mayor of the City of Boynton Beach, Florida, do hereby proclaim the month of March, Two Thousand Twenty -Three as: wom�_'n'6 ft6torg Month IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Boynton Beach, Florida, to be affixed at Boynton Beach, Florida, the 9th day of March, Two Thousand Twenty - Three. Ty Penserga, Mayor ATTEST: Maylee De Jesus, MMC, City Clerk Requested Action by Commission: Proclaim the month of March as Irish American History Month. The proclamation will be accepted by Al Fox of the Ancient Order of Hibernians. Explanation of Request: Proclaim the month of March as Irish American History Month, to coincide with the celebration of St. Patrick's Day on the 17th of March. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description Flir taaJa irna bola Iir'iish irTIE)r'iicair: Il lIE)r'iitagE) I oir:tlh IFlirta:Ja irnatioin Page 11 of 744 Proclamation WHEREAS, by 1776 nearly 300,000 Irish nationals had emigrated to the American colonies and played a crucial role in America's War for Independence. Five signers of the Declaration of Independence were of Irish descent and three signerswere Irish born. Irish Americans helped to fashion a system of government for our young Nation. Twenty-two Presidents have proudly proclaimed their Irish American Heritage; and WHEREAS, the Irish first came to Spanish La Florida" in the 1500s - first as missionaries and mercenary soldiers and then as planters, traders, businessmen, doctors, and administrators. Three of the Spanish Governors of "La Florida" were Irish Military Officers; and WHEREAS, Fr. Richard Arthur, an Irish-born priest from Limerick who was appointed parish priest for St. Augustine in 1597 and ecclesiastical judge of "La Florida" established the first public school in America and opened it to both boys and girls of all races; and WHEREAS, Irish Americans, since America's inception, have provided and continue to provide leadership and service to this nation's political, business and religious establishments. It is fitting and proper to celebrate the rich cultural heritage and the many valuable contributions of Irish Americans NOW, THEREFORE, I, Ty Penserga, Mayor of the City of Boynton Beach, Florida, do hereby proclaim the month of March, Two Thousand and Twenty -Three as: Iri6h -Om�ZriCbn flZritb8�7_ MOnth IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Boynton Beach, Florida, to be affixed at Boynton Beach, Florida, the Ninth day of March, Two Thousand and Twenty -Three. Ty Penserga, Mayor ATTEST: Maylee De Jesus, MMC City Clerk Requested Action by Commission: Announce the 9th Annual Rally for the Cure Tennis Tournament will be held on Saturday, March 11th from 9 A.M. - 12 P.M. at the Boynton Beach Tennis Center located at Congress Avenue Barrier Free Park (3111 S. Congress Avenue). To register, visit the Recreation & Parks Department website www.wemakelifefun.com or call the Boynton Beach Tennis Center at 561-742-6575. Explanation of Request: Proceeds from the event are donated to the Susan G. Komen For The Cure to support breast cancer research. The Triples Team format Tournament Registration is $25 per player. Registration includes a chance to win prizes and lunch. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 13 of 744 Requested Action by Commission: Announce the Vince W ilfork Speaking Engagement at the Ezell Hester Jr. Community Center (1901 N. Seacrest Blvd.) at 6:30 P.M. on Wednesday, March 15, 2023. He will be speaking on his journey of making it to the NFL to inspire youth and young adults to reach for their dreams. The event is free and open to the public. Explanation of Request: Mr. W ilfork is a member of the 2001 National Champion Miami Hurricanes, a two- time Super Bowl Champion as a member of the New England Patriots and he is also a Boynton Beach native. An autographed football by Mr. W ilfork will be raffled at the event. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 14 of 744 3.E. Announcements, Community and Special Events and Presentations 3/9/2023 9mCity of Boynton Beach g Aenda Item Request Form Commission Meeting Date: 3/9/2023 Requested Action by Commission: Gary Dunmyer, City Engineer, to provide status report on the EcoPark project. Explanation of Request: The Commission will be updated on the progress with EcoPark. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type ttaclhtirTIENI'lt Description FlirE)SE)ir tatioir:... Ueda tE) 0111 IC:::::.coPa irlk Page 15 of 744 Page 16 of 744 Page 17 of 744 Page 18 of 744 MIMw Fkcad velm, UNION, Page 19 of 744 �d . .. . .... ..■ co,,_rmtFAd 5�w C�Ot. j 2 0 ri FdO, �'wn wd I 6"e DeQ�� 07 R&H ;,"C"A p'c"pce'dict uccd Elrot iiin 'frem, Pon) liffil 11 Wel Al f�fl"fllll a Offill lllvus� is IIIIIN MIN, 2.20 -IST W Parking Area Layout Page 19 of 744 �d UWA 1, p.-I VOO-W Page 20 of 744 Page 21 of 744 Design Completion • March 2023 ,1�iolll Page 22 of 744 Task 4- Construction Phase Services • Start —April, 2023 • Completion September 2023 Page 23 of 744 5.A. Administrative 3/9/2023 �m City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 3/9/2023 Requested Action by Commission: Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. Explanation of Request: The attached list contains vacancies on the various Advisory Boards, with the designated Commissioner having the responsibility for the appointment to fill each vacancy. How will this affect city programs or services? Appointments are necessary to keep City Advisory Boards full and operating as effectively as possible. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: Allow vacancies to remain unfilled. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type D ffaclhtirTIENI'll D ffaclhtirTIENI'll D ffaclhtirTIENI'll Description ppoiir:firTIE)i is air:d AppIicaints for 03...09...23 (.')ia call01[':as, INichoas Il:::.dUlcaflioin air:d XOUl h Advisory Board i occia, If arch hash IC:lollliCE) OffliCE)rs' If elliirE)irT1Es1r1l TirL.aSt 1==: LA ir:d Page 24 of 744 Advisory Board Vacancies as of March 9, 2023 Building Board of Adjustment and Appeals IV Kelley Alternate 1 -year term Applicants: None Education and Youth Advisory Board Vice Mayor Cruz Alternate 1 -year term IV Kelley Student 1 -year term Mayor Penserga Student 1 -year term Applicants: Nicholas Giacalone Seeking Alternate member seat Historic Resources Preservation Board Mayor Penserga Alternate 1 -year term Applicants: None Library Board Mayor Penserga Alternate 1 -year term Vice Mayor Cruz Alternate 1 -year term Applicants: None Police Officers' Retirement Trust Fund Vice Mayor Cruz City Resident 4 -year term Applicants: Sgt. Rachel Moccia Recreation and Parks Board III Turkin Alternate 1 -year term Applicants: None Page 25 of 744 13EMRMM5I= From,: City Clerk Sent: Tuesday, February 2'1, 2023 8:23 AM To- Starn zTorn e, Tan-,irny; idle Jesus, Man yfee Subject- FWu dvisory Board Appointment application, Attachments: Nicolas.-Giacalone-.LoR.pdf From: nicolasgiacalone <nor eplly@123fori,nbL,lilidet�,com> Sent: Saturday, Feblruary 18, 2023 1:28 PM To: City Clerk <GtyCllerk@bbfLU5> Subject: Advisory Board Appointment application Today's date 02/18/2023, Name Nicollas Giacaloin e Phone numbler 56l1 -6l99 -3466l Address 4170 Key Urne Blvd Boynton Beaich FL 33,43l6 United States Email nJcc)lin s.S_iqcalon Current occupation or, if retired, prior Marco Rubio for Senate occupation Education College student Are you a registered voter? Yes Do you reside wlithin the Boynton Beach Yes City limits? �Dol you olwni/manage a business within City No limits,? if "yes", name of business - Are you curreirl serving on a City No board? Have you served loin a City board in the No past? If "yes"', which boaird(s) and when? Page 26 of 744 If "'yes", when and where? Advisory Board Education and Youth Advisory Board If a ppoi nted by the City Cornmission to serve as Board Chair Yes or Vice Chair aire you willing to serve in this capacity? Personal I am 19 years old and started my career in public service in, middle school at Franklin Acaderny in Qualifications Boynton each, Florida, I sore d as a student council representaflve and won mem her of the year. 1wer"it on to serve as President of the Jr. Class of 2022 and Chairman of Fundraising for the Student Government Association at Somerset Academy Canyons H�igh Schooll in Boynton Beach, Florida, In 12th grad'le, I was, elected to served as the President of Student Governtrient Association, which I governed the rniddle-high school, I now am attending Lynn University, 11 now the education system well, as I lived in it and have been around for it practically my whWe I ife. Professional A committeeman at the Republican Executive Committee of Palm each County. Memberships Intern, and Palm Beach County Adininistrative, Liaison, for Marco Rubio's 2022 Re-election C�a!mpaigin, Feel free to attach/upload an http.�: jorrTi,1,23for�-ribuilder,,cortiI oad�h ) dj�?fileid=2916�lcad68c1.0 6bb�Oic��134f77085e736352 extra sheet or Ll resume. Certification 1, the applicant, hereby certify that the statements and answers provided herein are true and accurate,. I understand that, if appointed, any false statements may be cause for removal from a board, The nnessap e has been sent from 9,20,198,,214 (O"Oled States), at 20,23-02 18 112T42 on Whone 16,2 Entry IID: 5912' ReferrerbLtq.s/LAw boynLorj-_beadi.or-/ Form Host:h 58321 nient- I i cg tj g tj t2gaini _.___..._....__@j2p _ Page 27 of 744 111 111 R11111111 1 11 ; I iiil�i M=OMA"WMMF.rqMMMEMM3EMjM I Nicolas has been activelly enigaged in politics, interning with, my South Florida campaign team. As a Campaign Intern, Nlicolas' has taken an active role in engaging with Florida voters, whiile discussing issues that matter most to them. Nicolas has also demonstrated his commit�mieint to His coimmuniity by having completed over 400 hours of coe oveir the past four years. I am proud that Nicolas' experience working with my carnpaign hias inspired him to further his leadership, and I have no dopportunity. Nicolas' passion for academics, as well as his unders�tanding of politics, ensures he will be a great aisset to you. Thank you for your tirne ainid cons i�de ratio n in this matter, To discuss Nicolas' recomimendation fuirthier please contact my Politicall Director, Matt Gruda, at 305-613-6651. Sincerely, Ma:rco, Rubio Unitecl States Senator. Page 28 of 744 Stanz,ilone, Tammv To: City Cleirk Subject- RE Advisorwy Board App6ntment app kation From: moccia r <no rnbuilder.corn> —() r . ... . ........ . . Sent -,'Tuesday, February 14, 2023,2:32 PM To: I LE City Clerk <tyf, I Ci-' ' L(L<LdLbftji s > Subject: Advisory Board Appointment application Today's date 02/14/2023 Name Rachel Mocc Phone number Address Boynton Beach Florida! 3342�6 United States -41"IM Current oiccupati'on or, if Police Detective retired, prior occupati�on Education Bachelors Degree Are you a registered voter? Yes Do you reside within the Yes Boynton, Beach City limits? Do you own/raw ianage a No business within City limits? If "yes", name of business,-.! Boynton Beach Police Department Detective Are you currently serving on No, a City board? Have you served on a City No board in the fast? If "yes"', which board(s) and NI/A whien? Have you ever been No convicted of a crime? If °`yes", when and whe're? Advisory Board Police Officers' Retirement If a ppoint ed by the City Commission to serve as Yes Board Chair or Vice Chair are Page 29 of 744 you willing to serve in this capacity? Personal Qualifications I possess a Bachelors Degree in Criminal Justice, and a Minor in public Ma nagerylent f FAU 2015). Since 2016„ 1 have been working as a Police Officer, for the city of Boynton Beach., am, detail oriented, results -driven, and pursue continuous education on a regular basis. Professional Me,mbershi�ps N/A Feel free to attaich/uploaid'an extra sheet or resume. Certification 1, the applicant, hereby certify that the statements and aniswe�rs provided herein, are true and accurate. I understand that, if appointed,, any false statements may be cause for removal from a board. T tie message has been sent frorn 151.132.10,61.113 (Unrated States) at 2023 02-14 1432:13 on chronic 1MO-0.0 Entry IID: 591 Referrer: hljtjsAy�L,�y,12gyLiLon-h(oqiq D'/' -11 Form! Host: L'Atps-/j bo �e� �tao!"'Lqtto �,jrrjL& 21A/A�jyj k(Y 22 Page 30 of 744 5.B. Administrative 3/9/2023 �m City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 3/9/2023 Requested Action by Commission: Approve Commissioner Kelley's request for Community Support funds to the following: $500 to the Bill Tome Foundation, $500 to Boynton Beach Bulldogs, $500 to Connect 2 Greatness, and $1000 to Pearls of Palm Beach Florida, Inc. Explanation of Request: Commissioner Kelley is requesting Community Support funds for the following: $500 to the Bill Tome Foundation, $500 to Boynton Beach Bulldogs, $500 to Connect 2 Greatness, and $1000 to Pearls of Palm Beach Florida, Inc. How will this affect city programs or services? There will be no affect on City programs or services. Fiscal Impact: Funding is available in account #001-1110-511.95-47 Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? 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Page 31 of 744 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: Februal- 22,2023 Requested by Mayor/Commissioner: CommissionerKell Amount Requested: „500 RecipientlPayee: Boynton Beach Bulldogs Description of project, program, or activity to be funded: Youth mFootbalL�Program Part II - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is $3,000. The balance of funds available for the requesting Member of the Commission is $2,000. Accordingly: Z There are funds available as requested ❑ There are insufficient funds available as Dated: Part III-Ellglbillty Evaluation Public funds will not be used to improve private property unless there is a clear „public need, purpose and benefit '❑ The recipient/payee provides services within the City The public purpose is beneficial to the entire community served by such donation .'�_... �...° r Dated: ��...:... By:� Req'nesting Men er of the ity Commission SACC\WP\COMMUNITY SUPPORT FUNDS\FY 2022-2023\Kelley\Boynton Beach Bulldogs.doc Page 32 of 744 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: Februar~ 22 M2023 Requested by Mayor/Commissioner: Commissioner Kelle Amount Requested: 500 Recipient/Payee: BillTomeFoundation Boynton Beach PAL Description of project, program, or activity to be funded: The Bill Tome Foundation offers positive programs to the disadvantaged youth of Boynton Beach. Part II - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is $3,000. The balance of funds available for the requesting Member of the Commission is $2,500. Accordingly: nu n�mmV pµ� There are funds available as requested ❑ There are insufficient funds available as r que td r M•. �" ° Dated:...w..... _m. Mavle De Jesus. Citw Jerk... E:�.� Part III -Eligibility Evaluation d/Public funds will not be used to improve private property unless there is a clear //public need, purpose and benefit ID recipient/payee provides services within the City The public purpose is beneficial to the entire community served by such donation s Dated:., ' �� " "m...............� By.R`equest ngM � ber of th '� fity Commission S:\CC\WP\COMMUNITY SUPPORT FUNDS\FY 2022-2023\Kelley\Bill Tome Foundation.doc Page 33 of 744 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: Februa22m2023�� �MmmMMMwwaaawwµ Requested by Mayor/Commissioner: CommissionerKeliev Amount Requested: X500 Recipient/Payee: Connect 2 Greatness Description of project, program, or activity to be funded: Connect to Greatness pLqvides ro rams trainigcLapd events ntoAAfrican American/Black boy and their families to unite their curiooj!jy and creativity with an innovative mindset._ Part II - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is $3,000. The balance of funds available for the requesting Member of the Commission is $1,500. Accordingly: /There are funds available as requested There are insufficient funds available as Dated: Part III -Eligibility Evaluation La. //I Public funds will not be used to improve private property unless there is a clear public need, purpose and benefit ,The recipient/payee provides services within the City E,,'''The public purpose is beneficial to the a irk community perved by such donation Dated:C. d. � .�._. -.0 _... .. Requesting Membir the Ci ommission S:\CC\WP\COMMUNITY SUPPORT FUNDS\FY 2022-2023\Kelley\Connect to Greatness.doc Page 34 of 744 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: Februa 22 2023„ _.. Requested by Mayor/Commissioner: Commissioner Kelley Amount Requested: 1000 Recipient/Payee: Pearls of Palm Beach Description of project, program, or activity to be funded: Thisw is a nonprofit or anization that is committed to Wmentoring ositiyel influencin and em owering African American/Black girls to become leaders within their communities and. beyond. The ro ram. is deal ned to include + erk l ca $ ...feld tris .leadershic by ldinq and one -on- __ one mentorshi for irls in 6th -11th Grades, Part II - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is $3,000. The balance of funds available for the requesting Member of the Commission is $1,000. 67� Accordingly: There are funds available as requested �ccc'rc ❑ There are insufficient funds available as reguem192 � Dated:...,. Y' m. Part III -Eligibility Evaluation Public funds will not be used to improve private property unless there is a clear public need, purpose and benefit The recipient/payee provides services within the City /The public purpose is beneficial to the entire commun�i, y served by such donation Dated:.... _.... By: <tµ,n � i Requesting Member t Commls...so.. ion S:\CC\WP\COMMUNITY SUPPORT FUN DS\FY 2022-2023\Kelley\Pearls of Palm eeach.doc Page 35 of 744 Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-025- Approve and authorize the Mayor to sign a Signature Authority Delegation and appoint Daniel Dugger, City Manager, as Certifying Officer vis-a-vis State of Florida Department of Economic Opportunity Boynton Beach Fire Rescue Station No. 2 - Hardening Grant. Explanation of Request: In November 2021, via R21-151 Commission authorized the Mayor to sign the Community Development Block Grant Mitigation Program (CDBG-MIT) Subrecipient Agreement with the State of Florida Department of Economic Opportunity (DEO) for Boynton Beach Fire Rescue Station No. 2 - Hardening Grant in the amount of $571,611.00 for project planning, design, administration and construction. Staff, as a part of the routine grant process, is required to submit several documents to the Department of Economic Opportunity, that require the signature of a Certifying Officer appointed by the Chief Elected Office of the City of Boynton Beach. Staff is requesting that Commission authorize the Mayor to sign the attached Signature Authority Delegation and appoint Daniel Dugger, City Manager, as Certifying Officer. How will this affect city programs or services? This will allow staff to make routine submittals to the DEO without obtaining approval from the City Commission. Fiscal Impact: Alternatives: Commission could require that each document submitted as a part of the Grant process be bought before commission. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Page 36 of 744 Attachments: Type D IRE)S()l� LA ti 0 II'l D AttacftrTIENI'lt Description IRE)SOkAboin approviing ChE) IMayor to sigin ChE�l S�igii'iatL.Jlir'EsAL.Jltlhoir'iityDE)blgatioin S�igii'iatL.Jlir'EsAL.Jltlhoir'iityDE)blgatioin Page 37 of 744 I RESOLUTION R23-025 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING 4 AND AUTHORIZING THE MAYOR TO SIGN A SIGNATURE AUTHORITY 5 DELEGATION AND APPOINT DANIEL DUGGER, CITY MANAGER, AS 6 CERTIFYING OFFICER VIS-A-VIS STATE OF FLORIDA DEPARTMENT OF 7 ECONOMIC OPPORTUNITY BOYNTON BEACH FIRE RESCUE STATION NO. 2 8 - HARDENING GRANT; AND PROVIDING AN EFFECTIVE DATE. 9 10 WHEREAS, in November 2021, the City Commission authorized the Mayor to sign the 11 Community Development Block Grant Mitigation Program (CDBG-MIT) Subrecipient 12 Agreement with the State of Florida Department of Economic Opportunity (DEO) for Boynton 13 Beach Fire Rescue Station No. 2 - Hardening Grant in the amount of $571,611.00 for project 14 planning, design, administration and construction; and 15 WHEREAS, as a part of the routine grant process staff is required to submit several 16 documents to the Department of Economic Opportunity, that require the signature of a 17 Certifying Officer appointed by the Chief Elected Office of the City of Boynton Beach; and 18 WHEREAS, staff requests that the City Commission authorize the Mayor to sign the 19 attached Signature Authority Delegation and appoint Daniel Dugger, City Manager, as 20 Certifying Officerwhich will allow staff to make routine submittals to the DEO without obtaining 21 approval from the City Commission; and 22 WHEREAS, the City Commission deems it to be in the best interest of the citizens and 23 residents to approve and authorize the Mayor to sign a Signature Authority Delegation and 24 appoint Daniel Dugger, City Manager, as Certifying Officer vis-a-vis State of Florida Department 25 of Economic Opportunity Boynton Beach Fire Rescue Station No. 2 - Hardening Grant. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 27 BOYNTON BEACH, FLORIDA, THAT: 28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 29 being true and correct and are hereby made a specific part of this Resolution upon adoption 30 hereof. 31 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 32 approve and authorize the Mayor to sign a Signature Authority Delegation and appoint Daniel 33 Dugger, City Manager, as Certifying Officer vis-a-vis State of Florida Department of Economic S:ACA\RESO\Signature Authority Delegation - Reso.docx 1 Page 38 of 744 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 Opportunity Boynton Beach Fire Rescue Station No. 2 - Hardening Grant, a copy of the Delegation is attached hereto and incorporated herein as Exhibit "A". Section 3. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this 9th day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA YES NO Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley ATTEST: Maylee Ue Jesus, MFA, MMC. City Clerk (Corporate Seal) S:ACA\RESO\Signature Authority Delegation - Reso.docx 2 VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 39 of 744 DEO Project 10124 �''�Il�i INTI T11,1,111IIiIIIiii A16..11"'III"IhNOIIRII �" AIIIiiiIL.Il:: ,. " 11 " .u1NII0II4 91 u Delegation of Authority to Act as Certifying Officer I, the Chief Elected Office of the City of Boynton Beach, , do hereby delegate to an official of the City of Boynton Beach, all authority necessary to act as Certifying Officer for the City of Boynton Beach under Section 104(g) of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5304 (g) ) (HUD Act), in connection with the receipt of assistance from the U.S. Department of Housing and Urban Development (HUD) under Title I of the HUD Act (or refer to specific assistance from HUD). Such authority hereby delegated includes, but is not limited to, the authority to execute the certification required under Section 104 (g) of the HUD Act; the authority to specify when appropriate that the jurisdiction has fully carried out its responsibilities for environmental review, decision making and action under Section 104(g) (1) if the HUD Act; the authority to consent to assume the status of a responsible Federal Official under the National Environmental Policy Act of 1969 and other provisions of law specified in the regulations of HUD in 24 CFR Part 58; and the authority to consent on behalf of the City of Boynton Beach and himself or herself to acceptance of the jurisdiction of the Federal courts for the purpose of enforcement of his or her responsibilities as responsible Federal Official. Signed: Name: Title: NAME AND CONTACT INFORMATION OF CERTIFYING OFFICER: Date: Environmental Review Record Report Page 40 of 744 Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-026- Approve and Authorize the Mayor to sign a lease agreement between the Boynton Beach Faith Based Community Development Corporation and The City of Boynton Beach for the property located at 2191 North Seacrest Boulevard. Explanation of Request: On May 3rd, 2005 the City Commission approved a lease agreement between the Boynton Beach Faith Based Community Development Corporation and the City of Boynton Beach for the property located at 2191 North Seacrest Boulevard Since that time the lease agreement has expired and it is necessary to renew the lease with the Boynton Beach Faith Based Community Development Corporation to continue to provide services to the Community. The City has a long term relationship with the Boynton Beach Faith Based Community Development Corporation as they are acting as the City's Community Housing Development Organization (CHDO) and provide the following services on behalf of the City: Financial counseling Social Service Programs Home repair New home construction The new lease agreement will allow the Boynton Beach Faith Based Community Development Corporation to remain at the current location until the Gateway Interchange project by FDOT commences. How will this affect city programs or services? There will be no impact to City services. Fiscal Impact: There is no Fiscal Impact to the budget. Alternatives: Do not approve the lease agreement. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Page 41 of 744 Grant Amount: Attachments: Type D IRE)S()l� LA ti 0 II'l D Ag ir'EsE) rTIE) II'l t Description IRE)SOkAboin appirovilllgI EsaSE�, Agir'E)E)irTIE)l['It with ChE) BoyintoinBE�,ach F:::aith BaSEd CDC for 2191 IN SE�,acir'E)StIC:: wl I EsaSE�,Agir'E�IENrTIENI'lt F:::aith BaSEd CoirnirTILAII'lity DE)V(.)�opirTIENI'lt Corpoiraboin Page 42 of 744 I RESOLUTION NO. R23-026 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 3 APPROVING AND AUTHORIZING THE MAYOR TO SIGN A LEASE 4 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND 5 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT 6 CORPORATION FOR PROPERTY LOCATED AT 2191 N. SEACREST 7 BOULEVARD; AND PROVIDING AN EFFECTIVE DATE. 8 WHEREAS, the City of Boynton Beach is the owner of land and improvements 9 commonly known as 2191 N. Seacrest Blvd., Boynton Beach, Florida ("Leased Premises"); and 10 WHEREAS, the City desires to lease the Leased Premises to the Boynton Beach Faith 11 Based Community Development Corporation who desires to lease the Leased Premises from 12 the City for the term, at the rental and upon the covenants, conditions and provisions set forth 13 in the Lease Agreement; and 14 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 15 recommendation of staff, deems it to be in the best interests of the City residents to approve 16 and authorize the Mayor to sign the Lease Agreement between the City of Boynton Beach and 17 the Boynton Beach Faith Based Community Development Corporation for property located at 18 2191 N. Seacrest Blvd. 19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 20 BOYNTON BEACH, FLORIDA, THAT: 21 Section 1. Each Whereas clause set forth above is true and correct and 22 incorporated herein by this reference. 23 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 24 approve and authorize the Mayor to sign the Lease Agreement between the City of Boynton S:ACA\RESO\Agreements\Lease Agreement With Boynton Beach Faith Based CDC - Reso.Docx Page 43 of 744 25 Beach and the Boynton Beach Faith Based Community Development Corporation for property 26 located at 2191 N. Seacrest Blvd. A copy of the Lease Agreement is attached hereto as Exhibit 27 "A" 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 ATTEST: 46 47 48 Maylee De Jesus, MPA, MMC 49 City Clerk 50 51 52 (Corporate Seal) 53 54 55 Section 3. That this Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this 3rd day of January, 2023. CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE YES NO Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreements\Lease Agreement With Boynton Beach Faith Based CDC - Reso.Docx Page 44 of 744 LEASE AGREEMENT This Lease Agreement ("Lease Agreement") is made and effective this day of , 2023, by and between CITY OF BOYNTON BEACH, 100 East Ocean Avenue, Boynton Beach, Florida 33435 ("Landlord") and BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION, a Florida Non -Profit Corporation ("Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of land and improvements commonly known as 2191 N. Seacrest Blvd., Boynton Beach, Florida, as further described in Exhibit A attached hereto and incorporated herein ("Leased Premises"); and WHEREAS, Landlord desires to lease the Leased Premises to Tenant and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth. NOW THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. The term of the Lease shall be effective upon execution of this Lease by both Parties and shall continue for a period of one (1) year from the effective date ("Term"). This Lease may be extended for additional one (1) year terms, upon mutual agreement of both Parties. Either parry may terminate this Lease Agreement upon thirty (30) days prior written notice to the other parry. 2. Rental. Tenant shall pay to Landlord during the Term, or any extensions thereof, the rental fee of $1.00 per month. The payment of $1.00 shall be due in advance on or before the first day of each month during the lease term. Payment to be made to Landlord at Boynton Beach City Hall, Finance Department, 100 East Ocean Avenue, Boynton Beach, FL 33435. 3. Use Tenant shall use the Lease Premises for offices and administration uses in furtherance of community development ("Use") between the hours of 7:00 am and 10:00pm. Seven days a week. There shall be no hours of operation outside the permitted hours of operation provided herein. 4. Sublease and Assignment. This Lease is not assignable and Tenant may not sublease the Leased Premises 100545668.1 306-90018211 Page 45 of 744 5. Repairs. During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. 6. Alterations and Improvements. Tenant, at Tenant's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, specialty lighting, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. 7. Property Taxes. A. Although the parties anticipate that the property will not be subject to real property taxes, in the event real property taxes are assessed, Tenant shall pay to Landlord the real property taxes, if any, based on the amount assessed on the property attributable to the Tenant's use. B. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises, if applicable. 8. Insurance. Tenant shall maintain, at its sole expense, in full force and effect at all times during the life of this Lease or the performance of work hereunder, insurance limits, coverages or endorsements required herein. Tenant hereby agrees the requirements contained herein, as well as Landlord's review or acceptance of insurance, is not intended to and shall not in any manner limit nor qualify Tenant's liabilities and obligations under this Lease Agreement. A. Tenant shall maintain: Commercial General Liability with limits of liability not less than $1,000,000 Each Occurrence including coverage for, but not limited to, Premises/Operations, Products/Completed Operations, Contractual Liability, Personal/Advertising Injury and Cross Liability; Fire Legal liability with a limit not less than $100,000; and Medical Payments (when available) with a limit not less than $5,000. Tenant shall ensure such coverage is provided on a primary basis. B. Tenant shall maintain Business Automobile Liability with limits of liability not less than $500,000 Each Occurrence for owned, non -owned, and hired automobiles. In the event Tenant has no owned automobiles, this requirement shall be to maintain only Hired & Non -Owned Auto Liability. This amended coverage may be satisfied by way of endorsement to the Commercial General Liability, or separate Business Auto Liability. Tenant shall ensure such coverage is provided on a primary basis. C. Tenant shall maintain Workers' Compensation & Employers Liability in accordance with Chapter 440 Florida Statutes and applicable Federal Acts. Tenant shall ensure such coverage is provided on a primary basis. 100545668.1 306-90018211 Page 46 of 744 D. Tenant shall at all times during the Term hereof, and at its sole cost and expense, maintain in full force and effect policies of insurance covering all Alterations to the Premises made by or on behalf of Tenant as well as Tenant's fixtures, inventory and equipment located on the Premises, in an amount not less than one hundred percent (100%) of its full replacement cost, providing protection with "All -Perils" coverage as provided by, the "Special -Cause of Loss Form" together with, but not limited to, insurance against wind and hail, sprinkler leakage damage, vandalism, theft and malicious mischief. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the Premises, Alterations, fixtures, inventory and equipment so insured. All property, including without limitation, stock, inventory, fixtures and equipment belonging to Tenant or any occupant of the Premises shall be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft or misappropriation thereof. Additionally, the Tenant shall maintain Business Interruption with Extra Expense insurance providing coverage for loss of net income and all continuing expenses at a minimum limit appropriate to cover the maximum period of restoration or interruption of the Tenant. Tenant shall deliver to the Landlord certificates of such fire insurance policies which shall contain a clause requiring the insurer to give the Landlord thirty (30) days prior notice of cancellation of such policies. E. Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any condition, provision, limitation, or Special - Cause of Loss Form of the Fire and Allied Lines insurance policy. Tenant shall pay any increase in premiums for Fire and Allied Lines coverage insurance that may be charged during the Term of this Lease on the amount of such insurance which may be carried by Landlord on the Premises or the Premises resulting from the type of merchandise sold or rented by Tenant in the Premises or resulting from Tenant's use of the Premises, whether or not Landlord has consented to the same. Tenant shall promptly make, at Tenant's cost and expense, all repairs, alterations, changes and/or improvements to Tenant's fixtures and equipment in the Premises required by the company issuing Landlord's fire and allied lines insurance so as to avoid the cancellation of, or the increase in premiums on said insurance. F. Tenant shall cause each liability insurance policy required to be maintained by Tenant to be endorsed to add the Landlord as an Additional Insured on, except for Workers' Compensation and Business Auto Liability. The CG 2011 Additional Insured - Managers or Lessors of Premises or CG 2026 Additional Insured - Designated Person or Organization endorsements, or their equivalent, shall be used to endorse the Commercial General Liability policy. The standard Additional Insured endorsement offered by the insurer shall be used to endorse the other policies, when required. Tenant shall ensure the Additional Insured endorsements provide coverage on a primary basis. The Additional Insured endorsement shall read "City of Boynton Beach, a municipal corporation organized and operating pursuant to the laws of the State of Florida, its Officers Employees and Agents", 100 E Ocean Avenue Boynton Beach, FL 33425. G. Tenant shall provide the Landlord with a certificate of insurance evidencing limits, coverages and endorsements required herein. The certificate of insurance shall include a minimum thirty (30) day endeavor to notify due to cancellation or non - 100545668.1 306-90018211 Page 47 of 744 renewal of coverage. In the event coverage is cancelled or not renewed during the life of this Lease, Tenant shall furnish thirty (30) days prior to, but in no case later than the expiration of such insurance, a new certificate of insurance evidencing replacement coverage. Should Tenant fail to maintain the insurance required herein, the Landlord shall have the right, but not the obligation, to purchase or maintain said insurance, and Tenant shall promptly pay as Additional Rent, upon demand from Landlord, all premiums and expenses incurred by Landlord. H. Tenant hereby agrees to a Waiver of Subrogation for each required policy. When required by the insurer or should a policy condition not allow a pre -loss Lease to waive subrogation without an endorsement, Tenant shall notify its insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition prohibiting such an endorsement, or voiding coverage should Tenant enter into such a Lease on a pre -loss basis. L Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any condition, provision or limitation of the property, flood, or wind insurance policies. Tenant shall be responsible for all premiums, including increases, for all insurance policies required by this Lease. All property, flood or windstorm insurance proceeds as a result of a loss shall be made available for use to promptly replace, repair or rebuild the buildings, betterments and improvements, including those made by or on behalf of Tenant, in order to ensure- a replacement cost settlement and avoid policy cancellation. J. Tenant shall be fully and solely responsible for any deductible, coinsurance penalty, or self-insured retention; including any losses, damages, or expenses not covered due to an exhaustion of limits or failure to comply with the policy terms. K. The Landlord's Risk Management shall have the right, but not the obligation, to review, adjust, reject or accept insurance policies, limits, coverages, or endorsements throughout the life of this Lease. The Landlord reserves the right, but not the obligation, to review and reject any insurer providing coverage because of poor financial condition or by way of illegal operation. The City shall provide Tenant written notice of such action and Tenant shall agree to cure or comply with such action within thirty (30) days receipt thereof. L. The limits, coverages or endorsements identified herein primarily transfer risk and minimize liability for the Landlord, and Tenant agrees not to rely upon such requirements when assessing risk or determining appropriate types or limits of coverage to protect Tenant against any loss exposures, whether as a result of this Lease or otherwise. M. Excluding Landlord or its affiliates, when Tenant permits or schedules the use of the Premises for a special event or outside persons/groups, Tenant shall require the special event or outside person/group to maintain Commercial General Liability, as described this Section with limits of liability not less than $1,000,000. Tenant shall ensure that Landlord and Tenant are named as Additional Insured under such policy, as described herein. Tenant shall obtain and, when requested by the Landlord, furnish copies of certificates of insurance evidencing such coverage for the special event or outside person/group. 100545668.1 306-90018211 Page 48 of 744 9. Utilities. Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. Tenant shall not use any equipment or devices that utilizes excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants. 10. Sims. Tenant shall have the right to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's sole discretion is deemed too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of any other tenant. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant. 11. Entry. Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises. 12. Parking. During the term of this Lease, Tenant shall have the use of the automobile parking area, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. 13. Damage and Destruction. If the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Tenant's purposes, this Lease shall be deemed terminated as of the date of such damage. 14. Default. If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant by Landlord without 100545668.1 306-90018211 Page 49 of 744 correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. 15. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 16. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority. Any award for the taking of all or any part of the Leased Premises under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, for the taking of the fee, or as severance damages. Specifically, Tenant waives any right to apportionment or claim for the unexpired portion of the Lease Agreement, however, notwithstanding the foregoing, the Tenant may seek moving or relocation payments from any legally, constituted authority which condemns, any portion or all of the Leased Premises. No such Tenant claim shall diminish or adversely affect Landlord's award. 17. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: Landlord to: City of Boynton Beach Attn: City Manager 100 East Ocean Avenue Boynton Beach, FL 33435 Tenant to: Boynton Beach Faith Based Community Development Corporation 2191 N. Seacrest Blvd. Boynton Beach, FL 33435 100545668.1 306-90018211 Page 50 of 744 Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other parry. 18. Brokers. Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease. 19. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 20. Indemnification. Tenant shall indemnify, defend and save harmless the Landlord from and against any and all claims, suits, actions, damages and/or causes of action arising during the Term of this Lease Agreement for any personal injury, loss of life, and/or damage to property sustained in or about the Premises by reason, during, or as a result of the use and occupancy of the Leased Premises by the Tenant, its agents, employees, licensees, invitees, any subtenant and the general public, and from and against any orders, judgments, and/or decrees which may be entered thereon, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in and about the defense of any such claim at trial or on appeal. In the event Landlord shall be made a party to any litigation commenced against Tenant or by Tenant against any third parry, then Tenant shall protect and hold Landlord harmless and pay all costs and reasonable attorney's fees incurred by Landlord in connection with such litigation, and any appeals thereof. Tenant recognizes the broad nature of this indemnification provision and specifically acknowledges that Landlord would not have entered into this Lease Agreement without Tenant's agreement to indemnify Landlord and further acknowledges the receipt of good and valuable separate consideration provided by Landlord in support hereof in accordance with the laws of the State of Florida. This provision shall survive expiration or termination of this Lease Agreement. 21. Headings. The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. 22. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives and successors. 100545668.1 306-90018211 Page 51 of 744 23. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 24. Tenant's Covenants. Tenant covenants that it is a not profit corporation and that it will maintain that status during the term of this lease. On written request from the landlord, Tenant will promptly provide proof of and execute affidavits attesting to that status. 25. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 26. Governing Law and Venue. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Florida. In the event of court action to enforce this lease, venue will be in Palm Beach County, Florida. 27. Liens. Tenant agrees that it will make a prompt payment when due, of all costs and expenses incurred in carrying out its agreement herein and of all costs and expenses of any repairs, constructions or installations which are the responsibility of Tenant hereunder. Tenant further agrees to indemnify, defend and save Landlord harmless from and against any/all liabilities incurred by Tenant including any mechanics, materialmen's, or laborers' liens asserted or claimed against the Leased Premises or any part thereof on account of work, labor or materials used in the Leased Premises or in any improvement or change thereof made at the request of, or upon the order of, or to discharge the obligation of Tenant. Should any mechanic's or other lien be filed against the Leased Premises or any part thereof for any reason whatsoever, Tenant shall cause the same to be cancelled and discharged of record by bond or otherwise within thirty (30) days after the date of such filing. In no event shall anything contained in this paragraph or elsewhere in the Lease be deemed to subject Landlord's interest in the Leased Premises to the lien of any person doing work or furnishing materials at the instance and request of Tenant. 100545668.1 306-90018211 Page 52 of 744 IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. ATTEST: Maylee De Jesus, City Clerk Approved as to Form: Office of the City Attorney STATE OF FLORIDA ) )ss: COUNTY OF PALM BEACH ) CITY OF BOYNTON BEACH, a municipal corporation of the State of Florida wo Ty Penserga, Mayor (SEAL) The foregoing instrument was acknowledged before me this day of 2023, by Ty Penserga, as Mayor of the City of Boynton Beach, for the City of Boynton Beach, who ( ) are personally known to me or ( ) have produced Florida driver's licenses as identification. My Commission expires: Notary Public, State of Florida Printed Name of Notary Public 100545668.1 306-90018211 Page 53 of 744 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation By: Print Name: Title: (CORPORATE SEAL) STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2022, by as of Boynton Beach Faith Based Community Development Corporation, a Florida not-for-profit corporation, who ( ) is personally known to me or ( ) has produced a Florida driver's license as identification. My commission Expires: Notary Public, State of Florida Printed Name of Notary Public 100545668.1 306-90018211 Page 54 of 744 EXHIBIT A LEASED PREMISES 100545668.1 306-9001821} Page 55 of 744 C." Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-027- Approve and authorize the City Manager to sign a five (5) year agreement with Gelin Benefits Group, LLC. for Benefit Consulting Services, with a not to exceed $90,040.70 per year. These services are not subject to the competitive solicitation requirements per Florida Statute 287.057. Explanation of Request: Contract Term: March 21, 2023 through March 20, 2028 Gelin Benefits Group, LLC will provide comprehensive, high quality, and cost-effective benefit plans and programs that provide optimum value to the City, its employees, and retirees. Gelin will perform the services required to support a methodical and outcome -based approach for the continued development and forecasting of the City's benefit program, including the expansion of performance standards, and effectiveness of all cost controls, while maintaining State and Federal regulatory guidelines. How will this affect city programs or services? The Gelin Benefits Group, LLC will perform a full range of benefit program services related to the acquisition, implementation, maintenance, communication, and enhancement of the City's employee insurance benefits. Fiscal Impact: Budgeted: 001-1610-513-49.17 Year 1 - $80.000.00 Year 2 - $82,400.00 Year 3 - $84,872.00 Year 4 - $87,418.16 Year 5 - $90,040.70 Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? No Grant Amount: Page 56 of 744 Contracts Vendor Name: Gelin Benefits Group, LLC Start Date: 3/21/2023 End Date: 3/20/2028 Contract Value: $424,730.86 Minority Owned Contractor?: No Extension Available?: Yes Extension Explanation: Two (2) one-year renewal options. Attachments: Type D IRE)S()ll LA ti 0 111 DAg ir'E�'E) rTIE) III t D AttacftrTIENI'It Description IRE)SOkAtioin approviing Agir'E)E)irTIE)I['It with (3)Eslliln BENIIE)fitS (':.';ir'0LAP (.')E)lilllBE)IIIE)flitS (3)ir'0LA�P Agir'E�IENrTIENI'It (.')E)lilllBE)IIIE)flitS (3)ir'0LA�P IFlirEsa ENI'Itatioin Page 57 of 744 I RESOLUTION R23-027 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE CITY MANAGER TO 5 SIGN A FIVE (S) YEAR AGREEMENT WITH GELIN BENEFITS 6 GROUP, LLC. FOR BENEFIT CONSULTING SERVICES, WITH A 7 NOT TO EXCEED $90,040.70 PER YEAR; AND PROVIDING AN 8 EFFECTIVE DATE. 9 10 WHEREAS, Gelin Benefits Group, LLC will provide comprehensive, high quality, and 11 cost-effective benefit plans and programs that provide optimum value to the City, its 12 employees, and retirees; and 13 WHEREAS, Gelin Benefits Group will perform the services required to support a 14 methodical and outcome -based approach for the continued development and forecasting of 15 the City's benefit program, including the expansion of performance standards, and 16 effectiveness of all cost controls, while maintaining State and Federal regulatory guidelines; 17 and 18 WHEREAS, the City Commission has determined that it is in the best interests of the 19 residents of the City to approve and authorize the City Manager to sign a five (5) year 20 agreement with Gelin Benefits Group, LLC. for Benefit Consulting Services, with a not to exceed 21 $90,040.70 per year. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 23 BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 25 being true and correct and are hereby made a specific part of this Resolution upon adoption 26 hereof. 27 Section 2. The City Commission hereby approves and authorizes the City S:ACA\RESO\Agreeuents\Agreeuent With Gelin Benefits Group - Reso.Docx Page 58 of 744 28 Manager to sign a five (5) year agreement with Gelin Benefits Group, LLC. for Benefit 29 Consulting Services, with a not to exceed $90,040.70 per year. A copy of the Agreement is 30 attached hereto and incorporated herein by reference as Exhibit "A". 31 Section 3. This Resolution shall become effective immediately upon passage. 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 ATTEST: 50 51 52 Maylee De Jesus, MPA, MMC 53 City Clerk 54 55 56 (Corporate Seal) 57 58 59 60 PASSED AND ADOPTED this 9th day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE YES NO Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreeuents\Agreeuent With Gelin Benefits Group - Reso.Docx Page 59 of 744 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND GELIN BENEFITS GROUP, LLC. THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Gelin Benefits Group, LLC. a limited liability company authorized to do business in the State of Florida, with a business address of 6750 North Andrews Avenue #200, Fort Lauderdale, FL 33309, hereinafter referred to as the "PROFESSIONAL". In consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set forth below. PROJECT DESIGNATION. The PROFESSIONAL is retained by the CITY to provide Benefit Consulting Services, to include comprehensive, high quality, and cost-effective benefit plans and programs that provide optimum value to the City, its employees, and retirees. 2. SCOPE OF SERVICES. PROFESSIONAL agrees to perform the services required to support a methodical and outcome -based approach for the continued development and forecasting of the CITY'S benefit program, including the expansion of performance standards, and effectiveness of all cost controls, while maintaining State and Federal regulatory guidelines. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the CITY to the PROFESSIONAL to proceed. PROFESSIONAL shall perform all services required pursuant to this Agreement. 4. TERM. The initial Agreement period shall be for an initial term of five (5) years, commencing on March 21, 2023 and shall remain in effect through March 20, 2028. The CITY reserves the right to renew the agreement for two (2) one-year renewals subject to Professional acceptance, satisfactory performance as determined by the CITY, and determination by the CITY that renewal will be in the best interest of the CITY. 5. PAYMENT. The PROFESSIONAL shall be paid by the CITY for completed work and for services rendered in accordance with the Proposal for Benefits Consulting Services (Exhibit "A") attached to this Agreement: A. Payment for the work provided by PROFESSIONAL shall be made promptly on all invoices submitted to the CITY properly, provided that the total amount of payment to PROFESSIONAL shall not exceed the total contract price without express written modification of the Agreement signed by the CITY Manager or designee. B. The PROFESSIONAL may submit invoices to the CITY once per month during the progress of the work for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the PROFESSIONAL in the amount approved. C. Final payment of any balance due the PROFESSIONAL of the total contract price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the work under this Agreement and its acceptance by the CITY. D. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. 100464442.1 306-90018211 E. The PROFESSIONAL's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. F. All payments shall be governed by the Local Government Prompt Payment Act, asset forth in Part VII, Chapter 218, Florida Statutes. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the PROFESSIONAL in connection with the services rendered under this agreement shall be the property of the CITY whether the project for which they are made is executed or not. The PROFESSIONAL shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with PROFESSIONAL's endeavors. 7. COMPLIANCE WITH LAWS. PROFESSIONAL shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state of Florida and CITY of Boynton Beach, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. A. The PROFESSIONAL shall indemnify and hold harmless the CITY, its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CITY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting from the performance of this Agreement by the PROFESSIONAL, its employees, agents, partners, principals or subcontractors. The PROFESSIONAL shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or §768.28, Fla. Stat., as may be amended from time to time. 9. INSURANCE A. During the performance of the services under this Agreement, PROFESSIONAL shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Director of Human Resources and Risk Management. All polices shall be written by an insurance company authorized to do business in Florida. PROFESSIONAL shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: Worker's Compensation Insurance: The PROFESSIONAL shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 100464442.1 306-90018211 Comprehensive General Liability: The PROFESSIONAL shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products -Completed Operations and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. PROFESSIONAL shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. iii. Business Automobile Liability: The PROFESSIONAL shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The PROFESSIONAL shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the PROFESSIONAL from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non -owned automobile, included rented automobiles, whether such operations be by the PROFESSIONAL or by anyone directly or indirectly employed by the PROFESSIONAL. iv. Professional Liability (Errors and Omissions) Insurance: The PROFESSIONAL shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. V. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must be follow form of the General Liability, Auto Liability and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. PROFESSIONAL shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided or cancelled by either party, reduced in coverage in limits except after thirty (30) days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Director of Human Resources and Risk Management. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 10. INDEPENDENT CONTRACTOR. The PROFESSIONAL and the CITY agree that the PROFESSIONAL is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither PROFESSIONAL nor any employee of PROFESSIONAL shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to PROFESSIONAL, or any employee of PROFESSIONAL. 100464442.1 306-90018211 11. COVENANT AGAINST CONTINGENT FEES. The PROFESSIONAL warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the PROFESSIONAL, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the PROFESSIONAL any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The PROFESSIONAL, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13. ASSIGNMENT. The PROFESSIONAL shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 14. NON -WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the PROFESSIONAL shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the PROFESSIONAL abandons the Agreement or causes it to be terminated, the PROFESSIONAL shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should PROFESSIONAL neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by PROFESSIONAL of written notice of such neglect or failure. 16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Notices to PROFESSIONAL shall be sent to the following address: Elberg Mike Gelin Gelin Benefits Group, LLC. 6750 N. Andrews Avenue #200 Fort Lauderdale, FL 33309 rr,,INc .. :, .l.l..in„beinefitsq.[2.g.p corn 18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the CITY and the PROFESSIONAL and supersedes all 100464442.1 306-90018211 prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both CITY and PROFESSIONAL. 19. PUBLIC RECORDS. Sealed documents received by the CITY in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the CITY announces intent to award sooner, in accordance with Florida Statutes 119.07. The CITY is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the PROFESSIONAL shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, PROFESSIONAL shall destroy all copies of such confidential and exempt records remaining in its possession once the PROFESSIONAL transfers the records in its possession to the CITY; and D. Upon completion of the contract, PROFESSIONAL shall transfer to the CITY, at no cost to the CITY, all public records in PROFESSIONAL's possession All records stored electronically by PROFESSIONAL must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. IF THE PROFESSIONAL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE PROFESSIONAL'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK'S OFFICE 100 E. OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CITYCLERK@BBFL.US 20. SCRUTINIZED COMPANIES. By execution of this Agreement, PROFESSIONAL certifies that PROFESSIONAL is not participating in a boycott of Israel. PROFESSIONAL further certifies that PROFESSIONAL is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has PROFESSIONAL been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the CITY will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to PROFESSIONAL of the CITY's determination concerning the false certification. PROFESSIONAL shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, PROFESSIONAL shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If PROFESSIONAL does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 100464442.1 306-90018211 21. E -VERIFY. PROFESSIONAL certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein below. A. Definitions for this Section: "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a Professional or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "E -Verify system" means an Internet -based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E -verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E -Verify System to verify the employment eligibility of: All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the CITY of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E -Verify System during the term of the contract is a condition of the contract with the CITY of Boynton Beach; and iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E -Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK 100464442.1 306-90018211 IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals, the day and year written below. DATED this _ day of 2023. CITY OF BOYNTON BEACH GELIN FIT ROUP, LLC. Daniel Dugger, City Manager TSignatur A 1z d Official P-1 (7 PrTed Name of-Athorized Official Attest/Authenticated: d' eyiT-' Title (Corporate Seal) Maylee De Jesus, City Clerk Approved as to Form: Attest/Authenticated: Michael D. Curullo, Jr Witness Office of the City Attorney X0046+141 1306-€X7(71821 i Page 66 of 744 Exhibit is Q „ 100464442.1 306-90018211 Vii,,, ,�WWWWWWWWW�w Gelin February 14, 2023 Tennille DeCoste Director of Human Resources City of Boynton Beach 100 E Ocean Avenue Boynton Beach, FL 33435 Dear Mrs. DeCoste, Thank you for providing the Gelin Benefits Group with an opportunity to partner with the City of Boynton Beach to provide benefits consulting services to the city of Boynton Beach and its valued employees. There is a significant opportunity to save millions of dollars in healthcare costs, improve the quality of the benefits and number of options offered to enhance the overall benefits package. To manage the benefit plan more efficiently, we will likely recommend that the city change the funding of the medical and dental plan from a fully insured funding structure to a self-funded structure. As a self-insured entity, the City will be the fiduciary of the group health benefits plan. As a result, the City now requires specific and consistent actuarial and legal services by the start of the renewal. The City currently contracts with GRS Consulting and Actuarial services so there will be an increases in actuarial services related to the health plan. Gelin Benefits Group will perform a full range of benefit program services related to the acquisition, implementation, maintenance, communication, and enhancement of the City's employee insurance benefits. We commit to providing the following scope of services to the City of Boynton Beach: Scope of Services Analysis and Reporting ■ Analyze existing coverage, identify, and develop cost-saving alternative benefit strategies and plans. Provide innovative approaches to benefit challenges facing the City of Boynton Beach and recommendations for benefit plan changes. ■ Assist in the development of short and long-range goals and strategies, including making projections of potential savings. ■ Provide analysis and recommendations based on utilization and performance reports, statistical and financial reports, and plan specific data. 954-260-0181 1 6750 N. Andrews Avenue, Suite 200 1 Fort Lauderdale, Florida 33309 1 gelinbenefitsgroup.com �I,�ip�� ,mwmmmmmmmmmu, `mwmmmu�" 'Oii6 r GelinBenefits Gi-oup ■ Assist the City in being pro -active to monitor and analyze experience trends, provide timely alerts on changing patterns, and suggest appropriate recommendations. ■ Provide, maintain, and update comparison reports of other public and private companies' benefit plan offerings, and costs, to determine their competitiveness with the City's programs. ■ Be available to prepare, provide and present various types of reports as needed, such as cost analysis for benefit changes, and other statistical, financial, forecasting, trend, or experience reports, as well as new products as requested. ■ Regularly monitor and evaluate performance measures and guarantees for providers. ■ Maintain full and accurate records with respect to all matters and services provided on behalf of the City's benefit plans and programs. Provide City staff and officials all spreadsheets, assumptions and calculations upon completion of any project performed on behalf of the City's benefit plans and programs. ■ Provide summary of activity on open, ongoing claims. ■ Provide quarterly management reports for all benefit products. Monthly reports required on the health insurance plan, as well as periodic meetings to discuss data and strategy. ■ Provide a high level of customer service to our organization to include evaluation of claims data, submission of executive reports and reconciliation of accounts. Liaison and Problem Intervention ■ Act as liaison with (and between) the City, insurance carriers and providers. ■ Provide day-to-day consultation on plan interpretation and problem resolution, including, but not limited to, explanation of plans, assisting employees with selecting plans that meet their needs. ■ Provide timely customer service and assistance to City staff, and employees, with issues involving provider billing, claims, vendor service issues/problems, advocacy for services, disputes, interpretation of contracts and services, changes and general troubleshooting. ■ Attendance, as needed, at meetings with City staff, elected officials, and employees to facilitate and assist in the management of the City's employee benefits plans. Page 69 of 744 �I,�ip�� ,mwmmmmmmmmmu, `mwmmmu�" 'Oii6 r GelinBenefits Gi-oup ■ Act as an advocate or ombudsman in appeal, arbitration or court process between the City and the providers on unresolved issues if needed; provide advice when needed to enforce city, employee, or their dependents' rights. ■ Assist the City in proactive mitigation of negative impacts or disruption of services to employees from benefit and provider network changes. ■ Represent the City of Boynton Beach in all negotiations with providers on all issues, including, but not limited to those related to fees, benefit levels, plan design, and special terms and conditions. ■ Attend annual open enrollment meetings (on site at several City buildings for approximately 12— 15 meetings, beginning in early August through September and continuing enrollment services as appropriate for both current and new City of Boynton Beach employees. Compliance ■ Assist with ongoing plan administration and ensure that City benefit programs comply with State and Federal legislation. ■ Provide on-site training to City staff, as needed, regarding regulatory updates and/or Best Practice seminars for the effective administration of benefit plans. ■ Review and disseminate information to City staff, on an ongoing basis, regarding new or revised State and Federal legislation that impacts benefit programs. ■ Assist City staff with annual audit to ensure compliance with all mandated reporting and posting/notice requirements for benefit plans. ■ Develop and assist in creating, as needed, various communication materials and tools including, but not limited to, open enrollment annual meetings, new hire orientation, qualifying events and wellness programs. Annual Renewal Process and Evaluation ■ Provide an annual report (more often when necessary and / or requested) outlining the in - force programs and their status, and a preliminary marketing report describing the market conditions for each benefit. This report should outline suggestions and recommendations for various plan options. Page 70 of 744 �I,�ip�� ,mwmmmmmmmmmu, `mwmmmu�" 'Oii6 r GelinBenefits Gi-oup ■ Establish a strategy for benefits, both annually and three (3) to five (5) years in the future to determine goals and impact. Consider trends, prospective legislations, new delivery systems, and forecast of market conditions, expectations of renewals and geographic health-care practices to make both short and long-term projections. ■ Review and make cost-saving recommendations regarding the modification of plan design, benefit levels, funding options, communications, and quality of current employee benefit plans. ■ Recommend appropriate actuarial premium rates and reserves / most economical funding methods to maintain the viability of each benefit plan to ensure that quality and cost- effective benefits are provided by the plans. ■ Determine annual estimates of actuarial renewal rates and cost trends and assist City staff in preparation of budget figures. ■ Conduct thorough and applicable market research in preparation for contract renewals. Include evaluation of overall insurance programs compared to similar employers (both public and private). ■ Prepare specifications and compile data, obtain quotes and proposals, analyze, and compare proposals and negotiate rates. ■ Make recommendations, as well as representation for items of negotiation with carriers, including, but not limited to, benefit levels and plan design, premiums / funding options, quality of service, performance measures and guarantees, contractual terms and conditions, quality assurance standards and return on investment, where applicable. ■ Review rate proposals to ensure underlying assumptions are appropriate and accurate to the City. ■ Provide communication and support for the annual open enrollment period, new benefit offerings and/or changes to the existing benefits offerings. ■ Attendance at and assistance with coordination of the annual Employee Benefits Fair and Open Enrollment meetings. Other Service Requirements Page 71 of 744 �I,�ip�� ,mwmmmmmmmmmu, `mwmmmu�" 'Oii6 r GelinBenefits Gi-oup ■ Assist in the development, implementation, and ongoing process of an employee wellness program, to improve employee health and reduce employee health-care costs, both in the short and long-term. ■ Assist in the available options of web site technologies to support on-line enrollments, qualifying event changes and employee education to assist employees in self- management of benefits. ■ Recommend and help develop enhancements and improvements for communications specific to the needs of the City's employees, including, but not limited to, brochures, pamphlets, matrices, comparison charts, summaries, electronic communications, forms, employee benefit handbooks, benefit statements, wallet cards with benefit contact information and employee orientation. ■ Provide timely research and responses to technical questions posed by City staff. ■ Provide regular and timely communications needed for the effective administration of benefit plans. ■ Provide guidance and recommendations on items such as, but not limited to, trends in benefits plans, methods for improving cost containment, financial arrangements, and administration. ■ Provide access to published benefit -related survey information. ■ Develop additional benefits communications specific to the needs of the City's employees. ■ Provide a data warehouse to track medical and clinic utilization data. ■ Attendance at, and assistance with, meetings with the Mayor and Commission, City management and staff. ■ Develop and/or assist in developing and evaluating employee needs and satisfaction surveys. ■ Complete and provide a service analysis for areas of improvement. ■ Work collaboratively with other consultants and City staff. ■ Manage plan transitions as necessary. ■ Review and evaluate current administrative processes related to enrollment and billing. ■ Recommend and assist with implementation of administrative process enhancements. Page 72 of 744 1% ,mwmmmmmmmmmu, `mwmmmu�" 'Oii6 r GelinBenefits Gi-oup ■ Assist the City of Boynton Beach with the implementation and various communication options of new programs or changes to existing programs, which will include attending and presenting information at annual open enrollment meetings, along with any meetings during the plan year, as needed. RFP for On-site / Shared site Clinic Medical, Dental, Vision, Life & Disability Insurance, Voluntary Life and Dependent Life Insurance The Gelin Benefits Group will draft the Scope of Services for multiple RFP's for including the dental vision plan, legal plan, life and accidental death and dismemberment plan, long term disability insurance, and voluntary life and dependent life insurance. The scope of services will detail the current benefit plans and terms, rates, rate history, employer and employee contributions, a questionnaire, the City's goals, and other pertinent information to secure competitive goals from the insurance market. Once the scope of services is reviewed and approved by human resources and procurement staff, the RFP will be released to the market. ■ Gelin Benefits Group will collect the market responses, summarize the proposals and work with the selection committee to evaluate and select a vendor. Once a vendor is selected, we will negotiate the best terms, conditions, rates, and benefits. Below are additional details regarding the approach. ■ The Committee will review, evaluate and rank solicitation responses. Additionally, the Consultant will provide a detailed analysis of the proposed costs, features, and benefits to Committee members and will attend and participate in all Committee meetings. ■ Assist with miscellaneous services in relation to this Solicitation as required by the City on an occasional basis. ■ Actively assist in review and drafting of relevant City solicitation documents, including addenda memos, letters, etc. ■ Obtain claim reports, billing statements, invoices, and other related documents in a timely fiRreTeNTA ■ Assist with the development of required documents and presentations to City staff and/or the Board to support award recommendation. ■ Meet to review and define expectations and draft definitions, scope of work, contract and other required solicitation documents. A given solicitation may require more than one Page 73 of 744 drafting meeting. Document review may be performed in advance of and/or independent of the drafting meeting. 0 Provide information to respond a protest, if neoessary, and be prepared to speak at any protest meeting(s) Compensation As compensation for its services, Gelin Benefits Group will be paid a fixed flat fee of $80,000 in monthly installments of $6,666.67 for the first year Paae 74 of 744 PERFORMANCE MEASURE PENALTY Transition/Implementation Guarantees" 1. Transition/implementation Commitment: Transition/ Implementation meetings will be held with the City to discuss program details and implementation strategy. Implementation will be managed in accordance with a customized implementation plan, that will include: • Time parameters • Pertinent steps 10% of monthly compensation • Agreed upon timeframes for each step • Plan adjustments made from time to time as mutually agreed upon by Policyholder and Vendor At least 95% of action items assigned to Vendor will be completed or delivered by the due date indicated in the implementation plan 2. Transition/Implementation Satisfaction: Benefits staff will be satisfied that the service delivered by the assigned Implementation Team qualifies as a "solid performance that generally meets requirements" (3.0) or higher as defined in the implementation satisfaction survey defined below. 10% of monthly compensation Based on average Score: 5.0 — 3.0 = 0 2.9 — 2.5 = 2.4-2.0=% 1.9 & below = all of category penalty. Berformance'Gaarantees B. Project/Work Order 10% of compensation for each project Firm guarantees: work order, including all specific 1. The completion of all projects and work orders including all specific tasks to ta tasks to be performed, that Firm fails to be performed; and to complete in the timeframe specified 2. The completion of all projects and work orders by the timeframe specified by the City. by the City. PERFORMANCE MEASURE PENALTY r . Account Management 5. Reporting: Provide monthly and annual reports within forty-five (y 1, ) days after the end of the reporting period. (I [i (,d (p[ of gaily) 10% of monthly compensation 6. Service Meetings: Monthly meetings will be prescheduled with City to review health and pharmacy plan performance and service delivery. (IV ism d qi[ ort(: i ly) 10% of monthly compensation 7. Renewal Notification: Renewal notice will be provided to City 270 days before renewal effective date. Plan analysis and current experience reports will accompany 10% of monthly compensation renewal, providing explanation of proposed rate action. (IV ,ism (act oioinn1lly In F,iioiohoF, V y(Ir ul coniI poet} 8. Open Enrollment Support: Plan rates for all benefit plans for the upcoming plan 10% of monthly compensation year will be provided at a time specified by the City. Plan rates spreadsheet should be 100% accurate and in a manageable format for Benefits staff. Benefits communications, such as the Benefits Booklet and presentation, should be provided to the City at a mutually agreed upon time and with 100% accuracy. 9. Annual Satisfaction: Benefits staff will be satisfied that the service delivered by the Account Management Team qualifies as a "solid performance that generally meets requirements" (3.0) or higher as defined in the survey defined below. (Measured annually) 10% of monthly compensation Based on average Score: 5.0 — 3.0 = 0 2.9 — 2.5 = 2.4 — 2.0 = % 1.9 & below = all of category penalty. Page 77 of 744 BACKGROUND 9 The City has been partnership , Group since2014 asBenefits Consultant Duties r_ 9 Provide assistance and support as necessary to assist in the administration of the City' s Employee Health and Wellness Center ( site medical benefit9 Conduct annual -ocomparing , , benefits -agencies , f * CIA tMal - Prepare an analysis and recommendation designAssist in the n r -mraggressive RECOMMENDATION 9 City Manager is recommending that the Gelin Benefits Grouls Iq FIF In w, 0. K'vTI:1!1 III III 111 11 '1 wmm- 14 9 Assisted the municipahtie- uring over $500,000 in pharmacl SuccessfiAly micreased participation in the onsite wellness center for .1 STQ01,111101 I I "IIIIIIII, 111 11111 1111111� 9 Implemented a wellness program to assist and reward employees for 0 i1 ITMT n am1 KT 7 9 Analyze ■ coverage, identify, � develop t�►alternative benefit strategies and plans. Provide innovative approaches to benefit challenges facing tho; City of Boynton Beach and recommendations for benefit plan changes. Assist in the development of short and long-range goals and strategies, including Provide analysis and recommendations based on utilization and performance reports, Provide quarterly management reports for all benefit products. Monthly reports What does our data say? I IS I F -I Lei IS I III 10111111111 IS 1.74 Choice Plus Monthly Capitation Medical Pharmacy Total Loss Ratio Premium Claims Claims Paid Claims October -21 $625,343 $22,004 $335,315 $74,959 $432,278 69.1% November -21 $622,728 $21,938 $319,941 $92,045 $433,923 69.7% December -21 $624,140 $21,982 $242,265 $99,974 $364,221 58.4% ------------------------------------------ ------ January-22 ---------------------------------------------------------------------- ----- ---------- -- ---------------- $ 623,944 ------------------------------------------------- ------- ---------------------- ----------------------------------------- $ 22,646 ------------------------------------------ ------------------------------------------------------------ $181,693 ------------------------------------- ------------------- $74,190 ---------------------------------------------------- -------------------------------------------------------------------------------- --------- ------------------- ------- $278,529 ----- -------- ------- ------- 44.6% --------------------------------------- February-22 $ 623,814 $ 22,646 $218,848 $63,763 $305,257 48.9% ---------------------------------------------------------------------- March -22 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------- $ 627,891 ----------------------------------------- ------------------------------------------------------------ $ 22,828 $378,283 ----------------------------------------------------- ------------------------------------------------------------------------------- $98,862 $499,973 ---------------------------------------- 79.6% April-22 ---------------------------------------------------------- $ 629,233 ----------------------------------------- $ 22,919 ---------------------------------- -------------------------------------------------- $754,717 $70,957 --------------------------------------------------------------------------------------------------------------- $848,594 134.9% --------------------------------- May-22 $ 628,712 $ 22,851 $461,259 $86,504 $570,615 90.8% --------------------------------------------------------- June-22 ---------------------------------------- $ 616,569 ---------------------------------- --------------------------------------------------- $ 22,760 $395,848 -------------------------------------------- ------------------------------------------------------------------- $99,463 $518,070 ---------------------------------- 84.0% ---------------------------------------------------------- July-22 I ---------------------------------------------------------------------------- $ 622,258 -------------------------------------------------- $ 22,578 $184,362 I ------------------------------------------- ------------------------------------------------------------------ $120,360 $327,300 ---------------------------------- 52.6% --------------------------------------------------------- August-22 ---------------------------------------------------------- ----------------------------------------- $ 613,017 I ----------------------------------------- ----------------------------------- --------------------------------------------------- $ 22,578 I --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- $282,226 -------------------------------------------- ------------------------------------------------------------------- $86,618 $391,422 - ---------------------------------- 63.9% ---------------------------------- September-22 $ 614,851 $ 22,282 $222,793 $101,103 $346,177 56.3% -------------------------------------------------------- 2021-2022 -$7472500 ----------------------------- ------------------------------------------------ 270,012 $339773550 ------------ ---------------------------------------------------------------------------------------------------- $130683798 $5,316,360 71.1 1 TOTAL 1 Gelin Benefits 611,0LIP, Highlight: Mike Gelin, CEBS President & Senior Consultant Experience and Client Service History Geln Benefits 61,0LIP, Oty Manager RecommendsApprova� Group, LLC, for Benefit Consulting Services -&6-z ago�&-nent indmiles -p�w-ff-munance neQrw7w The cost will not exceed sgo,o4o.7o per year 1" Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-028- Approve and authorize the City Manager to sign quote utilizing the Minnesota W SCA-NASPO Master Agreement Contract MNW NC -124 through the Participating Addendum State of Florida Alternate Contract # 43211500-W SCA -15 -ACS for the purchase of semi -rugged laptops from GovDirect in the amount of $61,983.00. The State of Minnesota's procurement process satisfies the City's competitive bid requirements. Explanation of Request: The Police Department police patrol laptops are used in the field to access law enforcement systems and databases and must be semi -rugged to withstand heat, vibration, and field use by Patrol Officers. This is part of the annual replacement plan of computers within a 5 year lifecycle. How will this affect city programs or services? These laptops will allow Officers to access law enforcement systems and databases remotely through their laptops without having to return to the office. This allows Officers to remain available in the field, thus maintaining a consistent level of service. Fiscal Impact: Budgeted Funding has been approved from CI P funds and Police budget funds. Account # 303-4119-521.64- 15 PD2201 in the amount of $61,983.00. Alternatives: Not approve this purchase and reduce accessibility of officers to law enforcement databases and systems in the field. Strategic Plan: Building Wealth in the Community, Public Health and Safety Strategic Plan Application: This agenda item helps maintain the `wealth in the community' by protecting the reliability and longevity of the City's computers systems used by officers. Failure to have adequate computer access in the field by officers would have a detrimental impact on the Police services provided to our community. Climate Action Application: This agenda item has a net -zero impact on the climate. Is this a grant? No Grant Amount: Page 84 of 744 Attachments: Type D QLAOtE)S D Ag ir'EsE) rTIE) II'l t D A rTIE)ind rTIENI'l t D AddE)indUlirn Description IRE)SOkAboin aUlthoriziing ChE) CRYMainagE�Iir' to sigin ChE) QLAOtE) for (.,kM )iir'E)ct aptop PLAirchaSE)S for ChE) F1 ID . (':.,) o vB)iir'Es'Ct QLAOtE) NASFIO MastE)ir Agir'E)E)irTIE)l['It NASFIO ArTIE)indirTIENI'lt:96 MastE)r Agir'E)E)irTIE)l['It No: IMW INC 119 Flarticipabing AddE)indUlirn Page 85 of 744 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION R23-028 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN QUOTE UTILIZING THE MINNESOTA WSCA-NASPO MASTER AGREEMENT CONTRACT MNWNC-124 THROUGH THE PARTICIPATING ADDENDUM STATE OF FLORIDA ALTERNATE CONTRACT # 43211 S00-WSCA-1 S -ACS FOR THE PURCHASE OF SEMI -RUGGED LAPTOPS FROM GOVDIRECT IN THE AMOUNT OF $61,983.00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Police Department police patrol laptops are used in the field to access law enforcement systems and databases and must be semi -rugged to withstand heat, vibration, and field use by Patrol Officers; and WHEREAS, these laptops will allow Officers to access law enforcement systems and databases remotely through their laptops without having to return to the office which allows Officers to remain available in the field, thus maintaining a consistent level of service; and WHEREAS, the City Commission has determined that it is in the best interests of the residents of the City to Approve and authorize the City Manager to sign quote utilizing the Minnesota WSCA-NASPO Master Agreement Contract MNWNC-124 through the Participating Addendum State of Florida Alternate Contract # 43211500-WSCA-15-ACS for the purchase of semi -rugged laptops from GovDirect in the amount of $61,983.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. S:ACA\RESO\Agreeuents\Govdirect Quote (PD Laptops) - Reso.Docx Page 86 of 744 29 Section 2. The City Commission hereby approves and authorizes the City 30 Manager to sign quote utilizing the Minnesota WSCA-NASPO Master Agreement Contract 31 MNWNC-124 through the Participating Addendum State of Florida Alternate Contract # 32 43211500-WSCA-15-ACS for the purchase of semi -rugged laptops from GovDirect in the 33 amount of $61,983.00. A copy of the Quote is attached hereto and incorporated herein by 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 ATTEST: 53 54 55 Maylee De Jesus, MPA, MMC 56 City Clerk 57 58 59 (Corporate Seal) 60 61 62 63 reference as Exhibit "A". Section 3. This Resolution shall become effective im PASSED AND ADOPTED this 9th day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley S:ACA\RESO\Agreeuents\Govdirect Quote (PD Laptops) - Reso.Docx VOTE mediately upon passage. YES NO Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 87 of 744 0 , irect 600 Cleveland Street Suite 1106 Clearwater, FL 33755 Prepared Ilf°:biii„ Seymour Ferguson Boynton Beach Police Department Phone +15617426168 2100 High Ridge Road Boynton Beach, FL 33426 DUNS:964651710 CAGE: 650W3 FIN: 27-3368713 Here is the quote you requested. Date: I Dec 16, 2022 1 ouii iii o u iin VI II iin age iir„ Shawn Armentrout 727-754-2696 21 FZ-55-Public Sector Specific, Win10 Pro (Win11 DG), Intel Core i5 -1145G7 $2,660.00 $55,860.00 vPro (up to 4.4GHz), AMT, 14.0" FHD 1000 nit Gloved Multi Touch, 16GB, 512GB OPAL SSD, Intel Wi-Fi 6, Bluetooth, 4G LTE Band 14 (EM7511), Dual Pass (Ch1:WWAN-GPS/Ch2:WWAN), Infrared Webcam, NO USB -C, Standard Battery, TPM 2.0, Emissive Backlit Keyboard, Flat, CF-SVC512SSD3Y - 3 Year No Return of Defective Drive, CF-SVCADDPRM12B - 1 Year Absolute Resilience Panasonic Warranty Bundle SKU Only, CF-SVCLTNF3YR - 3 Year Protection Plus Warranty, CF-SVCPDEP3Y - 3 Year Premier Deployment Estimated Lead time 4-6 weeks 21 DVD xPAK for FZ-55 Mk1 Universal Bay Expansion Area $81.00 $1,701.00 Estimated Lead time 4-6 weeks 21 PANASONIC: 3 YEAR SMART BATTERY WARRANTY WITH SMART $106.00 $2,226.00 SERVICE MONITORING SOFTWARE FOR WINDOWS TOUGHBOOKS PRIMARY BATTERY. ELIGIBLE MODELS INCLUDE CF-20,CF-33,CF-54,FZ-55,FZ-G1,FZ-M1.REQUIRES INSTALLATION OF SMART BATTERY MONITORING Estimated Lead time 4-6 weeks 18 Standard Battery for FZ-55 $122.00 $2,196.00 Estimated Lead time 4-6 weeks 1 Florida contract # MNWNC-124 $0.00 $0.00 All prices and descriptions are subject to change without notice. This price list is a quotation only and is not an order or offer to sell. No contract for sale will exist unless and until one of the following occur: 1.) a purchase order has been issued by you and accepted by GovDirect or 2.) an order is place on-line and accepted by GovDirect or 3.) a written proposal is accepted by you. The prices contained in this list may not be relied upon as the price at which GovDirect will accept an offer to purchase products unless expressly agreed to by GovDirect in writing. Product specifications may be changed by the manufacturer without notice. It is your responsibility to verify product conformance to specifications of any subsequent contract. All products are subject to availability from the manufacturer. Prices quoted may not include applicable taxes. Sales tax will be included on the invoice. Products are non -returnable unlPW8606? U To accept this quote, sign here and return: SubTotal $61,983.00 Tax $0.00 Shipping $0.00 All prices and descriptions are subject to change without notice. This price list is a quotation only and is not an order or offer to sell. No contract for sale will exist unless and until one of the following occur: 1.) a purchase order has been issued by you and accepted by GovDirect or 2.) an order is place on-line and accepted by GovDirect or 3.) a written proposal is accepted by you. The prices contained in this list may not be relied upon as the price at which GovDirect will accept an offer to purchase products unless expressly agreed to by GovDirect in writing. Product specifications may be changed by the manufacturer without notice. It is your responsibility to verify product conformance to specifications of any subsequent contract. All products are subject to availability from the manufacturer. Prices quoted may not include applicable taxes. Sales tax will be included on the invoice. Products are non -returnable unIPWw6?1U STATE OF MINNESOTA Materials Management Division 4. , 112 Administration Building les50 Sherburne Avenue DEPARTMENT OFADMINISTRATIQN t• Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH PANASONIC FOR COMPUTER EQUIPMENT: (Laptops and Tablets including Related Peripherals & Services) To: Panasonic System Communications CONTRACT NO: MNWNC-124 Company of North America Two Riverfront plaza, 6th floor Newark NJ. 07.102 CONTRACT PERIOD:. April 1, 2015, or upon final executed signatures, Contract Vendor Administrator: whichever is later Michelle: Chapin Email: Through March 31, 2017 Michel le.chapin a, us.pansonic.com EXTENSION OPTION: UP TO 36 MONTHS Phone: 973.303.7787 You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1. A Participating Entity's Participating Addendum (?K): A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement; 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement.to. be duly executed intending to be bound thereby. 1 PANASONIC 2. MINNESOTA MATERIALS MANAGEMENT DIVISION The Contractor certifies that the appropriate person(s) have In accordance with Minn. Stat. § 1 .03, subd. 3. executed this:Agreentent on behalf of the Contractor as requir by applicable a icles, bylaws, resp[ s, or ordinances. By: / gy: a ow Donald W.Szczepania Title: Master Agqement Adrninistpr Printed Name- Title: Vice President Date: Date: By: Title: Date: 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Or delegated representative. By: Date: --Originalsigned MAR 12 2015 By Lucas Je Jannett 1 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 90 of 744 i .. COMPUTER EQUIPMENT r.. 2014-2019 DEPARTMENT OF ADM U STRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS............................................................................................................:.................................................2 SUMMARY............................................................................................................................................................... ............ 3 EXHIBIT A - TERMS & CONDITIONS............................................................ ............................................................ 5 EXHIBIT B - PRICING.- ................................... ...................... ......... ...................... ......... ....................................23 EXHIBIT B PRICING SCHEDULE .................... EXHIBIT C - PRODUCT AND SERVICE SCHEDULE PSS EXHIBIT D - WEBSITE................................:............................................................................................................... ..27 EXHIBIT E -ACTION REQUEST UPDATE FORM (ARF) .............................................:....................... ......... ...........28 EXHIBIT F - REPORTING ........ ......... ... .......................30 EXHIBIT G - DEFINITIONS ................. .................. ..................................31 i 2 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC i Page 91 of 744 INIn"�wso�l MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD. SUMMARY 1. BACKGROUND. The :State of Minnesota, Department of Administration,. Materials Management Division publicly: posted. a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multistate sourcing team . the solicitation :resulted in this Minnesota WSCA-NASPO. Master Agreements with qualified manufacturers for Computer Equipment (Desktops, Laptops,. Tablets, Servers, and Storage including related Peripherals & Services). The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below: Band 2: Laptop Band 3: Tablet The original solicitation included Band 6: Ruggedized.. This band has beenremoved and ruggedized equipment will be allowed in Bands 1.5. The original solicitationand responses may be found on the.WSCA-NASPO Website. 2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017, with the option to extend up to 36 months; upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at.the option of Participating .States. Participating States reserve the right to add State specific terms :and conditions and .modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. 4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement.. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may.increase or decrease the configuration limits, as defined in their Participating Addendum., The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule.. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of $100,000). ITEM Server Storage Desktops Laptops Tablets Peripherals Services CONFIGURATION* $500,000 $500,000 10,000 $ 10,000 $ 5,000 $ 5,000 Addressed by each State in participating addendum * Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 92 of 744 5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software 1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits. 2. Software is an option which must be related to the procurement of equipment. 3. Software must be pre -loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment. b Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. 5. Managed Print Services are not allowed. c. Third Parr Products. 1. Contract Vendors can only offer Third Party Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 93 of 744 4 COMPUTER EQUIPMENT MR UF 2014-2019 ... . aEPARTMENf OF ADANNISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD - EXHIBIT A - TERMS & CONDITIONS - MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action. ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The. Lead State is solely responsible for rendering decisions in matters of: interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive: All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2.: CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO. Master Agreement c. The Solicitation including all Addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall :be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and. conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently: provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RI=P by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued. .4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate: items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value..The Lead State reserves the right to award.this solicitation to a single.responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent:to award. to multiple responders. The Lead State reserves the right to accept all or part of an offer,: to reject all offers, to cancel the solicitation; or to re- issue the solicitation, whichever is in the best interest of the Lead State. The Sourcing Team will make a recommendation on the award ofthis RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as specified in the introduction, of such error and request modification or clarification of the document This notification is due no later than seven calendar days prior to the proposal due date and time. 5 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 94 of 744 Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process,.must be directed to the Acquisition Management Specialist listed in the Solicitation documents: 6. COMPLETION OF RESPONSES. A response may be rejected if itis conditional or incomplete. Responses that. contain conflicting, false; or misleading statements or that provide references that contradictor do not support an. attribute or condition stated by the:responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this.RFP to. Susan Kahle Acquisition Management Specialist Fax: 651.297.3996 Department of Administration E-mail: susan.kahle@state.mn:us Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 8. DISPOSITION.OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final. By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and :. in: response to the solicitation will be made public in accordance with the.solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials; as defined by the: Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must: a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the.responder to be trade secret materials. 9. DISPUTE RESOLUTION. PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator priorto the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement. Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document.: 11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any 6 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 95 of 744 part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competitive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 50 Sherburne Avenue 112 Administration Bldg. St. Paul, MN 55155 651-296-2600 CONTRACT No. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 96 of 744 MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE, The Master Agreement shall consist of the following documents: 1. A Participating Entity's Participating Addendum ("PA"); 2. Minnesota WSCA-NASPO Master Agreement 3. The Solicitation including all addendums; and 4. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 5. ASSIGN M ENTISU BCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. 7. CONFIDENTIALITY, NON -DISCLOSURE AND INJUNCTIVE RELIEF. 7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 97 of 744 or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contract Vendor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contract Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had no access to the Confidential Information 7.2 Non -Disclosure. Contract Vendor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall advise Participating Entity immediately if Contract Vendor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating Entity, Contract Vendor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Participating Entity's request, Contract Vendor shall turn over to Participating Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 7.3 In'unctive Relief. Contract Vendor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contract Vendor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content. 7.4 Participating Entity is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws. 8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a written explanation for review by WSCA-NASPO. In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 2D, Minnesota Terms and Conditions 9. DEFAULTS & REMEDIES. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: L Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 98 of 744 b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and N. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17 14. INDEMNIFICATION — INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17 15. INDEPENDENT CONTRACT VENDOR. he Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. 17. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's 10 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 99 of 744 state and having a rating of A-, Class Vll or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (I) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non -renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. 18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED — SEE SECTION 2630 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. 20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State. 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. 23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 11 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 100 of 744 24. PAYMENT . Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whicheverls later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge: 25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to.the Participating Entity's public information laws, 26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State. and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this:Master:Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall. adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating. Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S: Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this. Master Agreementor orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate. performance hereunder:. Without limiting any other remedy available to any governmental entity; the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's: records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations.:: Records will be retained longer if required by Participating Entity's law.: 27. REPORTS SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by.this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports: a. Summary Sales Data. The Contractor shall submit quarterly sales reports .directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at. : httpalwww.nesoo.org/WNCPO/Calculator.asox. Any/all: sales made. under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still 'required. Reports shall be due no later than the last day of the month following the end of the calendar quarter {as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type; e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing.Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g.; sales order, credit, return; upgrade, determined by industry practices);: Purchase Order date; Ship Date; and line item description, including product number. if used. The report shall be submitted in any form required by the solicitation. Reports are: due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end. of the reporting.period. Reports shall be delivered to the Lead State and to the .... WSCA-NASPO Cooperative Development Team electronically through email; CD-Rom, jump drive or other electronic matter as determined by the Lead State. Detailed sales data reports shall include sales. information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. 12 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 101 of 744 d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. ACCEPTANCE AND ACCEPTANCE TESTING. a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31s' day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. 29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. OWNERSHIP a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the Master Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non- exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement. 31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, 13 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 102 of 744 right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court. 14 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 103 of 744 MASTER AGREEMENT TERMS AND. CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if :acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms. and conditions. 2. ACCESSIBILITY.STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails;.in.part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A -D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibilily standard.bdf. Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards, The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508:VPAT and WCAG 2.0 VPAT http://mn.gov/odt/policies-and-standards/accessibirit /#. 3. ADMINISTRATIVE PERSONNEL CHANGES. TheContract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and inwriting: Any employee of the Contract Vendor who, in: the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a :written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee: 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one. approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETE 6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension,. Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or. agency with which this. transaction originated may pursue available remedies, including suspension and/or debarment. 15 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 104 of 744 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,0001 with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. 16 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 105 of 744 In the event that the Lead State desires to add new products and services that are not included.in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contract Vendor in order to meet the, Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified:via supplement. or: amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or: services will be added to the Master Agreement without the Lead State's prior approval. 14. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use. of: conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.see.gov/rule§/flhall2Ol2l34-67716.vdf. 11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in any manner. necessary for State agencies and local units. of government to access the responses and/or to respond to request for .information pursuant to Minnesota Government Data Practices Act, including but not limited to emailing, photocopying, State Intranethnternet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State. to reproduce and publish the information, regardless of whether the responder is themanufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any.and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State inthe defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide. information regarding the location of where services, data storage.andlor location of data processing under the Master Agreement will be performed. 14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the :Lead State contracting party is part . of the judicial branch, with:the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court .as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contract /Vendor and all data provided to the Lead State by the Contract Vendor, In addition, the . . Minnesota Government Data Practices Act applies to all data: created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, :Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the: release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State. . The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its.agent and employees, harmless from all claims arising out of, resulting from; o.r.in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event:that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the. Contract Vendor shall retain responsibility under the terms of this article for such work. 15. HAZARDOUS SUBSTANCES. 7o the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery. 16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires. affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. 17 CONTRACT NO. MNWWNC-124 MASTER AGREEMENT AWARD COMPUTER. EQUIPMENT PANASONIC Page 106 of 744 Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of 18 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 107 of 744 Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any materials or products provided or produced by the Contract Vendor or utilized by the Contract Vendor in the performance of this Master Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against the Participating Entity, the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability {including legal fees} arising out of such a claim, whether or not such claim is successful against the Participating Entity. If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either procure for the Participating Entity the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and at the Contract Vendor's expense. This remedy is in addition to any other remedy provided by law 19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards: a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; 19 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 108 of 744 c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract,"" Contract Vendor," "Master Agreement", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights. 24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. 25. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 20 CONTRACT No. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 109 of 744 26. PREFERENCE. Targeted/Economically Disadvantaged.in accordance with Minn. Stat. § 16C.16, subds; 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for.this RFP. The preference is applied only to the first$500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the Materials Management Division's web site at VAVW.mmd.admin.state.mn.usunde.r "Vendor Information, Directory of Certified TGIED Vendors. To verify TG eligibility for preference, refer to the Materials Management Division's web site. under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651:296.2600. Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives. or requires a preference to vendors from that state; the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to -be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat. § 16C.16, subd. 6a, (a) .Except when mandated by the federal government.as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are. majority-owned and operated by: (1) recently separated veterans who have served in active military service, at any time on or after. September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD -214 or by the commissioner of veterans affairs; (2) veterans with service -connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or (3) : any other veteran -owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat. § 16C.19 (d), a veteran -owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran -owned small business or a service disabled veteran -owned small business, in accordance with Public Law 109-461 and Cade of Federal Regulations, title 38; part 74. To receive a preference theyeteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response. If responder is claiming the veteran -owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran -owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including :but not limited to notices, informational pamphlets, press releases, research, reports, .: signs and similar public notices prepared by or for the Contract Vendor, or its employees individually orjointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials. Management Division. The Contract Vendor shall make no representations of .the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 29. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract 30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: 21 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 110 of 744 a. reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement. 31. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent. 32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 33. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. 35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37 22 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 111 of 744 COMPUTER EQUIPMENT: 2014-2019 DEPARTMENT Of ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING 1. BAND(S) AWARDED: Band 2: Laptop Band 3: Tablet. 2. PRICE STRUCTURE. The contract employs a MINIMUM discount -off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity ane" procurements. An end user will be able to verify pricing using the named base line price. list and the minim um.discounts with the categorized. exceptions provided inah.e Master Agreement. 3. : PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line.Price List must be accessible and verifiable by potential end users preferably on the Contract.Vendor Website. All. historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product:and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting :the individual States . restrictions 6. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and :discontinued products will be removed. 7. BULK/VOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities. are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors. participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations: http://www.Whpsp.com/index.htmI. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN... Trade -In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade -Ins. 11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 23 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 112 of 744 12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver -to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 24 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 113 of 744 CATEGORY EXCEPTION: Business Rugged Equipment 23E 9% CATEGORY EXCEPTION: Multimedia Display Accessories 23P1 10% CATEGORY EXCEPTION: Multimedia-Pro Audio/visual 23P2 3% CATEGORY EXCEPTION: Arbitrator 23P3 .11% CATEGORY EXCEPTION: Whiteboard Accessories 23P4 13% CATEGORY EXCEPTION: Promotions Value Items 23PP.. 5% IMPORTANT: The minimum discount is provided; refer to Contract Vendor's: Website for any additional discounts and request a quote for bulklvolume discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is aspecial case where inside delivery fee must be charged i the Contract Vendor will notify the customer in advance. 3. THIRD PARTY PRODUCTS - (APPLICABLE IN ALL BANDS) TPM 11% CATEGORY EXCEPTION: Promotions , Value Items TPP 5% 1.11'ri IN 10 .. DXG-. - ' 'I I.tl l�l(S{ C L t1i3a 5_.R�rl. y ' Accidental.damage: $110, Image. Loading$60 Asset Tagging $60 Installation $1320 6; P i Y t I D t is e �..ilS11J$`�S:Yc�,cy&_, 5. LEASING Participating Addendum ma identify if and how leasing agreement terms will be conducted. 6. ADDITIONAL DISCOUNTS — Request a quot e for discounts on bulklvolume purchases. a. Quarterly promotions of additional 5-8%. b. For Fully Ruggedized Equipment additional quantity ftcounts.will apply: QTY 50: 2% (i.e. 9%+2%=11%) QTY: 100 = 4% over 100 = call for quote. Based on each end user customer on a per transaction basis. C. Discounts on Peripherals: Multimedia Pro Displays: 22% Projectors Large Venue: 48% Projectors — Installation: 486/6 Projectors — Portable: 38% Security. Cameras & Accessories: 25% Scanners — personal: 20% Scanners-Departmental: 35% Scan ners-Workg roup: 30% Scanners-Production: 30% Scanners-Accessories: 30% Whiteboards-electronic: 27% Whiteboards-Interactive: 29% d. Volume Discount of $50 per unit on Peripherals named below based on end user customer purchase on a per transaction basis. For end user customer purchasing 50 units or more an additional $50 discount will be applied to each unit for the following items: Security Ipro Cameras, Installation DLP Projectors, 80" displays, Handheld ProAV Cameras, Departmental Scanners, Interactive Whiteboards. 25 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 114 of 744 XYHROS818)2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C PRODUCT AND SERVICE SCHEDULE (PSS) - 1. MAINTAINING THEPSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PS8 serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list.. The Contract Vendor will work with each State to develop a.satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State.prior to the start of sales and containing the following information: a. Band number b. Part # - SKU # c. Manufacturer d. Description e. Minimum Discount f. Category Code (This code will be refined during the approval process) g. Other-fields approved by the Lead State 2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed. by the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME DATE: BASELINE PRICE LIST: LINK: BAND Part # - SKU# MANUFACTURER DESCRIPTION MINIMUM DISCOUNT CATEGORY CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 ZZZZZZZ LAPTOP CART 10% 2TM 3 123A ABC SUPER TABLET 25% 3A 4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include: a. Contract Vendors can only.offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. 26 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 115 of 744 COMPUTER EQUIPMENT 2014-2019 DEPARTMENT OF ADMINISTRATION f. MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D - WEBSITE - - 1. IMPLEMENTATION. Within:30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must: continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. 2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a) Baseline Price List and historic versions b) Approved Product and Service Schedule (PSS) c) .. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d) Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved e) Link to the WSCA-NASPO EmarketCenter f) Online ordering capability with the ability to remember multiple ship to locations if applicable to product g) Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h) Sales representatives for participating entities i) :Purchase order tracking . j) Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k) Additional Terms may not be posted on the Website without written approval of the Lead State 1) Link to the WSCA-NASPO EmarketCenter if a State is participating m) Information on accessibility and accessible products n) If participating in Premium Savings Package Program, lead with these products and display prominently on the .. website o) Links to environmental certification, including but not limited to take-back/recycling programs, p) Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http'llwww.sec.aov/ruies/final12012/34-67716.pdf q) Service options, service agreements for negotiations when allowed by a participating addendum r) EPEAT, Energy Star, etc. s) Link to Signed Participating Addendums t) Link to Signed Master Agreement u) Link to solicitation and Response 3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 27 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 116 of 744 COMPUTER EQUIPMENT ..2014-2019 The Action Request Form (ARF) provided in this document must be utilized by the Contract venaor to provide quarterly updates of PSS and to make requests. The Action Request Forms.may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement # with (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: .. _Update of Product & Service Schedule Provide summary of additions, deletionsa.nd pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed Third Party Product Addition Provide warranty Guarantee Marketing Approval Attach Materials for review Material Website Change Describe and provide link for review Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they maybe audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its.. sole discretion. Contract Vendor: Name of Requester: Title of Requester: 28 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 117 of 744 29 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 118 of 744 COMPUTER EQUIPMENT 2014-2019 - DEPARTMENT bF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display; modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE: Reports shall.be due no later than the last day of the month following the end of the calendar quarter. 3. REQUIRED REPORTS: Report Name Submitted to Purpose Q1 January 1 March 31 Aril 30 Q2 Aril 1 June 30 July 31 Q3 July 1 September 30 October 31 Q4 October 1 December 31 January 31 3. REQUIRED REPORTS: Report Name Submitted to Purpose 30 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 119 of 744 &Submittal' 1 WSCA-NASPO Administrative Fee WSCA-.. Identify total sales and administrative fee due to WSCA- NASPO NASPO 1) Go to: http:llwww.nasoo.6rgANNbPO/Calculator.aspx 2) Complete all contract report information fields 3) Enter total sales per State or Select "no sales for quarter' checkbox 4) Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. . 3 Participating States Participating Contract Vendor may utilize the detailed sales reportto report State to individual States unless otherwise directed by the State. States may require additional reporting.: 4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 30 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 119 of 744 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing.::::. Accessory. Accessories do not extend the functionality of the computer; but enhances the user experience i.e., mouse pad, monitor stand: For the purposes of:th:is proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product:bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the. evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor; 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized. equipment may also be included in the Product and Service schedule for this band: BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks, Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may. also. be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service .Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this:band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software. components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 31 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 120 of 744 2) display monitor:and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star@. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy.Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving.money. Energy Star qualified computers and monitors.automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specifications.and a list of qualifying products, visit the Energy Star website at htt :/lwww.eneraystar _gov. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard- the IEEE 1680 EPEAT standard. -and website www.eoeat.net to identify products manufacturers have. declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not third-party certification. program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard for electronic products: FOB Destination. Shipping charges are included. in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT.systems. Each State will have varying laws, rules, policies and: procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. htt s://www.revisor.mn. ov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band. Lead State. The State conducting this cooperative solicitation and centrally administering any resulting. Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment. Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different. pieces of software: Options. An :item of equipment or a feature that may be chosen as an additionto or replacement for standard equipment and features.. Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written .statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon. Participating States. States that utilize the. Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum:is not executed by the chief procurement Official for that state that covers local governments, . political subdivisions, or other government entities in the state.:.. Partner. A company, authorized by the Contract Vendor: and.a.pproved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RI=P, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured 32 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 121 of 744 by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and maintenance for all peripherals on the Master Agreement. Examples of peripheralslaccessoriesloptions: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripheralslaccessoriesloptions and may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase. order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a. cooperative purchase. Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of . technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. See http://www.wnpsr).com/index.htmi.. Purchasing Entity — means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum; that issues an order against the . Master Agreement and becomes financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or equipment components); asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation. A server is.a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components. such as those found in blade chassis systems.. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage. This is Band 5:of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in:the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that. interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service (STaaS). An. architecture model by which a provider allows a customer to rent or lease storage Space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services. Software. For the purposes. of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including newreleases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primarymeans of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Takeback Program. The Contract Vendor's process: for accepting the return of the equipment or other products at the end of life. Third Party Products. Products sold by the Contract Vendor which are manufactured: by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-N.ASPO cooperative purchasing program., facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that.is a.subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. 33 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC Page 122 of 744 DocuSign Envelope ID: F51 D76BC-Fl9D-42D3-888A-D329DDFE300D AMENDMENT NO. 6 TO NASPO MASTER AGREEMENT NO. MNWNC-124 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration ("State"), and Panasonic Connect North America, Division of Panasonic Corporation of North America, Two Riverfront Plaza, 6th Floor, Newark, NJ 07102 ("Contractor" or "Contract Vendor"). ("Contractor" or "Contract Vendor"). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-124, April 1, 2015, through February 28, 2023 ("Contract"), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-124 is extended through July 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. I. Panasonic Connect North America, Division of Panasonic Corporation of North America The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. Qocusignea by: By: 1-2C42E7987445... 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. DocuSigned by: By: rNl 742DE739C8ED492... Title: Acquisition Management Specialist Date: 2/6/2023 3. Commissioner of Administration Or delegated representative. By: 5DocuSigned by: 444 D14" 68D02A26D7604BA... Date: 2/6/2023 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 6 t NASPO Master Agreement MNWNC-124 Page 123 of 744 Faisal Pandit Printed Name Title: Pracirlant Date: 12/22/2022 By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. DocuSigned by: By: rNl 742DE739C8ED492... Title: Acquisition Management Specialist Date: 2/6/2023 3. Commissioner of Administration Or delegated representative. By: 5DocuSigned by: 444 D14" 68D02A26D7604BA... Date: 2/6/2023 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 6 t NASPO Master Agreement MNWNC-124 Page 123 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 f SMI �ar1ir�� .rr of MANAGEMENT SERVICES nivars.kmii of �s`�ab IB'liPr Imissimng Page 1 of 9 PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-119 Microsoft And The State of Florida Alternate Contract Source No. 43211500-WSCA-15-ACS 1. Scope: The State of Minnesota, Department of Administration, Materials Management Division publicly conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master Agreement number MNWNC-119. The Master Agreement for computer equipment (desktops, laptops, tablets, servers, and storage, and ruggedized devices, including related peripherals & services) identifies the product bands awarded to the Contractor. This Participating Addendum (Addendum) is made and entered into as of the Effective Date by and between the State of Florida (Participating State) and Microsoft (Contractor) collectively referred to herein as the "Parties". This Addendum allows for purchase of computer equipment from the Master Agreement for desktops, laptops, tablets, servers, and storage, and ruggedized devices, including related peripherals & services awarded to the Contractor. 2. Participation: Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized by a Participating State's statutes are subject to the prior approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Officer. 3. Order of Precedence: In the event of a conflict, the following documents shall have priority in the order set forth below: a. This Participating Addendum b. Exhibit 2, PUR 1000 c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC-119. Page 124 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 f SMI �ar1ir�� .rr of MANAGEMENT SERVICES nivars.kmii of �s`�at I"'iPr Imisimng Page 2 of 9 4. Participating State Modifications or Additions to Master Agreement: A. Upon execution of this Addendum, all eligible users may purchase products and services under contract using the Florida alternate contract source number 43211500-WSCA-I5-ACS. Eligible users acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this Addendum. B. The following are modifications to the Master Agreement: a. PUR 1000 Form:, General Contract Conditions, is attached hereto and incorporated herein as Exhibit 2. b. Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any public entity; or transact business with any public entity. c. Effective Date: This Addendum shall become effective on the last date signed below and is coterminous with Exhibit 1, unless terminated earlier by the Participating State. d. Transaction Fees: Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. e. Vendor Registration: In order to complete any transaction between an eligible user and the Contractor, the Contractor must be registered with the Department of State, Division of Corporations (www.sunbiz.org) and in MyFloridaMarketPlace. Section 287.042(1)(h), Florida Statutes, and Rule 60A-1.031, Florida Administrative Code, is hereby incorporated by reference. All transactions are subject to a transaction fee pursuant to the rule. f. Purchases: In order to procure products and services hereunder, eligible users shall issue purchase orders or use a purchasing card which shall reference Florida alternate contract source number 43211500-WSCA-I5-ACS. Eligible users are responsible for reviewing the terms and conditions of this Addendum including all Exhibits. Page 125 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 f SMI �ar1ir�� .rr of MANAGEMENT SERVICES nivars.kmii of �',� a te B'liPr Imisimng Page 3 of 9 g. Compliance with Laws: The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State, and local agencies having jurisdiction and authority. By way of non -exhaustive example, Chapter 287 of the Florida Statutes and Rule 60A-1 of the Florida Administrative Code govern this Addendum. By way of further non -exhaustive example, the Contractor shall comply with section 274A of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for termination or nonrenewal of this Addendum. h. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library- archives/records-management/general-records-schedules/), whichever is longer. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include, but will not be limited to salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. i. Additional Eligible User Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before an eligible user can make a purchase under this Addendum, the eligible user is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. j. Provisions of section 287.058, Florida Statutes: The provisions of section 287.058(1)(a) - (c) and (g), Florida Statutes, are hereby incorporated by reference. k. Public Records: If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency as provided by section 119.0701(2)(b), F.S., the Contractor shall: Page 126 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 f SMI �ar1ir�� .rr of MANAGEMENT SERVICES nivars.kmii of �s`�ab IB'liPr Imissimng Page 4 of 9 (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACTTHE CONTRACT MANAGER. 5. Contract Document: This Addendum and its Exhibits set forth the entire agreement between the parties with respect to the subject matter of the contract. 6. Intellectual Property: The parties do not anticipate that any intellectual property will be developed as a result of this Addendum. However, any intellectual property developed as a result of this Addendum will belong to and be the sole property of the Participating State. This provision will survive the termination or expiration of the contract. Employment Eligibility Verification: Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11-116, Contractor is required to utilize the U.S. Department of Homeland Security's E - Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall require resellers/partners performing work or providing services under this Addendum to utilize the E -Verify system to verify employment of all new employees hired by the reseller/partner during the Addendum term. Page 127 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 MANAGEMENT SERVICES nivars.kmii of �',� a te B'liPr Imisimng Page 5 of 9 8. Annual Appropriation: Pursuant to section 287.0582, F.S., if the ACS binds the State or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the ACS is contingent upon an annual appropriation by the Legislature. 9. Price List/Preferred Price: The Contractor's price list will be the same as the WSCA-NASPO price list, and the Department will post a link on the Department's website to the price list posted on the WSCA-NASPO website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4(b) of the PUR1000 is not applicable. 10. Scrutinized Company List: In executing this Addendum, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to subsection 287.135(5), Florida Statutes, Contractor agrees the Participating State may immediately terminate this Addendum for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Addendum. 11. Orders: Any Order placed by eligible users for a product and/or service available from the Master Agreement shall be deemed to be a sale under and governed by the prices and other terms and conditions of the Master Agreement and this Addendum. A. The Contractor agrees to meet the following requirements: a. Provide appropriate contact information for eligible users to use for product and/or service inquiries and purchases, as well as, the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the Master Agreement; and b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is responsible for providing and updating this list of authorized resellers/partners for use to the Participating State/Entity. B. Contractor must be able to accept purchase orders via fax, e-mail, or cXML as identified in H.1 below. 12. Electronic Invoicing: The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MyFloridaMarketPlace (MFMP) within ninety (90) days from Addendum effective date. Electronic invoices shall be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed below: Page 128 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 MANAGEMENT SERVICES nivars.kmii of �',� a te B'liPr Imissimng Page 6 of 9 A. cXML (commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. The cXML format is the Ariba preferred method for e -Invoicing. B. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. C. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non - catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a state contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the contract. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. 13. Contract Quarterly Reports: The Contractor shall submit a Quarterly Report in the required format electronically to the Participating State/Entity within 30 days of the end of the quarter. The Participating State/Entity reserves the right to require the Contractor to provide additional reports within 30 days written notice. Failure to provide the Quarterly Report or other reports requested by the Participating State/Entity may result in the Contractor being found in default and may result in termination of this Addendum. Sales will be reviewed on a quarterly basis. Should no sales be recorded in two consecutive contract quarters, the Participating State/Entity may terminate this Addendum. 14. Business Review Meetings: The Participating State/Entity reserves the right to schedule business review meetings as frequently as necessary. The Participating State/Entity will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the Page 129 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 MANAGEMENT SERVICES nivars.kmii of �',� a te B'liPr Imisimng Page 7 of 9 completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State/Entity's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default and Addendum termination. 15. Commitment to Diversity in Government Contracting: The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority-, women-, wartime-, and service -disabled veteran business enterprises in the economic life of the State. The State of Florida Mentor Protege Program connects minority-, women-, wartime-, and service -disabled veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protege Program, please contact the Office of Supplier Diversity at (850) 487-0915 or osdhelp@dms.myflofida.com. Upon request, the Contractor shall report to the Office of Supplier Diversity spend with certified and other minority business enterprises. These reports will include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period. Commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this Addendum. 16. Resellers/Partners: The Contractor may use resellers/partners in order to provide computer equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms and conditions within Master Agreement and this Addendum. The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners. The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sunbiz.org) Registered in the MFMP Vendor Information Portal (hulas://vendor.myfloridamarket Iace.com) Page 130 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 MANAGEMENT SERVICES nivars.kin of Pliurchassing Page 8 of 9 • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.myflorida.com/business operations/State purchasing/vendor informatio n/convicted suspended discriminatory complaints vendor lists • Have a copy of e -Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (haps://flvendor.myfloridacfo.com) 17. Primary Contacts: The primary government contact individuals for this Addendum are as follows (or their named successors): Contractor Name Microsoft Corporation Address Telephone 495 705-7939 E-mail kalinmc(@microsoft.com Participatiniz Entitv Name Joy Geller Address Florida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 Telephone 850-410-0978 E-mail Joy.geller@dms.myflorida.com 18. Warrant of Authority: Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. 19. Terms. The Participating State is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with applicable law. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by Contractor below. Partici tip ate: Florida Contractor: Microsoft By. �A.wtt �(�taW By. ocu igne y; ��® Name: Tami Fillyaw Name: RBG012A3A9B24S3.._ Kalin McKenna Title: Chief of Staff Title: Dir US Surface Marketing Date: 5/5/2020 13:06 PM EDT Date: 4/30/2020 1 7:15 PM EDT Page 131 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 MANAGEMENT SERVICES nivars.kmii of �s`�ab I"'iPr Imissimng Page 9 of 9 Please email fully executed PDF copy of this document to PAnaspovaluepoint.org to support documentation of participation and posting in appropriate data bases. Page 132 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment State of Florida PUR 1000 General Contract Conditions Contents 1. Definitions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts, 5. Additional Quantities. 6. Packaging, 7. Inspection at Contractor's Site. 8. Safety Standards. 9. Americans with Disabilities Act, 10. Literature. 11. Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14. Transaction Fee. 15. Invoicing and Payment. 16. Taxes. 17. Governmental Restrictions. 18. Lobbying and Integrity. 19, Indemnification. 20. Limitation of Liability. 21. Suspension of Work. 22. Termination for Convenience. 23. Termination for Cause. 24. Force Majeure, Notice of Delay, and No Damages for Delay. 25. Changes. 26. Renewal. 27. Purchase Order Duration. 28. Advertising. 29. Assignment 30. Antitrust Assignment 31. Dispute Resolution, 32. Employees, Subcontractors, and Agents. 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors, and OtherAgents. 35. Insurance Requirements. 36. Warranty of Authority. 37. Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43. Cooperative Purchasing, PUR 1000 (10/06) 60A-1.002, F.A.C. Page 133 of 744: DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 44. Waiver. 45. Annual Appropriations. 46. Execution in Counterparts. 47. Severability. 1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as defined in the PUR 1001 if it meets the definition of both terms. (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated, on the Contractor's order form, confirmation, or acknowledgement shall be resolved In favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests In writing an earlier model or version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer, During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. PUR 1000 (10/06) 2 60A-1.002, F.A.C. Page 134 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation Identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then -authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade -In. Customers may trade-in equipment when making purchases from the Contract.. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e) Equitable Adjustment. The Customer may, In its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. S. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7. inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 8. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, Identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies, and the American Cas Association for gas -operated assemblies. in addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals, 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered,, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. PUR 1000 (10/06) 3 60A-1,002, F.A.C. Page 135 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Carder. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 12. Installation. Where installation is required, Contractor shall be responsible for placing and Installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional Installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve Installation, the Contractor shall promptly restore the structure or site to Its original condition. Contractor shall perform installation work so as to cause the least Inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything In satisfactory repair and order. 13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims._To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non -conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of It as Its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System ("System'). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.096), which the Contractor shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or Its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any items) if such Item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to theContractor's failure to perform or comply with specifications or requirements of theagreement. Failure to comply with these requirements shall constitute grounds for declaring the Contractor In default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED .FROM THE DEPARTMENT OF MANAGEMENT SERVICES' VENDOR LIST AS PROVIDED IN RULE 60A-1.006, F.A.C. PUR 1000 (10/06) 4 60A-1.002, F.A.C. Page 136 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic Invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based Invoice entry within the ASN. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay In payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall be explicitly noted by the Customer In the special contract conditions section of the solicitation or in the Contract or purchase order. 17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may Include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: httu:/ldlis.dos.state.fl.us/barm/genschedules/eensched.htm). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results In the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and .lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, PUR 1000 (10/06) 5 60A-1.002, F.A.C. Page 137 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or Infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify It to become non -infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 21, Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) Issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. PUR 1000 (10/06) 6 60A-1.002, F.A.C. Page 138 of 74 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-15-ACS, Computer Equipment 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or In part when the Customer determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, If any, The Contractor shall not be entitled to recover any cancellation charges or lost profits. 23. Termination for Cause. The Customer may terminate the Contract If the Contractor falls to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform Is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not In default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. 24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay Is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers If no alternate source of supply Is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, If the Contractor could reasonably foresee that a delay could occur as a result, or (2) If delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an Increase In the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. if performance is suspended or delayed, in whole or In part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, In which case the Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract In Whole or in part. 25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of PUR 1000 (10/06) 7 60A-1.002, F.A.C. Page 139 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 y I. t t Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld.. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfythem. 26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and Is contingent upon satisfactory performance evaluations and subject to availability of funds. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders In accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the single delivery/performance, and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration of the state term or agency contract if Contractor would normally have accepted the purchase order. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10) calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or It shall be considered withdrawn. The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered In the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided herein, and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, Identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or.service representative. PUR 1000 (10/06) 60A-1.002, F.A.C. i F i Page 140 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies Is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the Contract shall be property trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change In security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work In compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations Information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential Information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to Its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. PUR 1000 (10/06) 9 60A-1.002, F.A.C. Page 141 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 1394E70 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate Insurance coverage is a material obligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through Insurers authorized or eligible to write policies in Florida. 36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy Its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform Is compromised in any manner during the term of the Contract. 38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, In writing, If someone else is designated to receive notice. 39. !Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment -purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be Included in the solicitation: "it is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http://Www.pridefl.com. 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be Included in the solicitation: "it is expressly understood. and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers Is available at httr)://www.respectofflorida.ore: PUR 1000 (10/06) 10 60A-1.002, F.A.C. i Page 142 of 744 DocuSign Envelope ID: FDB6F67D-EEF8-4474-B108-77BA71 B94E70 Exhibit 2 43211500-WSCA-15-ACS, Computer Equipment 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor, The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, Including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non -Customer purchases are Independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 44. Waiver. The delay or failure by the Customer to exercise or enforce any of Its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any otherright. 45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 46. Execution In Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same Instrument. 47. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it Is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. PUR 1000 (10/06) 60A-1.002, F.A.C. Page 143 of 744 6.E. Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-029- Approve transmittal of the City of Boynton Beach State Housing I nitiative Partnership (SHIP) Program Annual Report for FY2019-2020, and authorize the Mayor to sign the corresponding Local Housing Certification. Explanation of Request: Florida Statute 420-9072 regulates State Housing Initiative Partnership (SHIP) Program funds. The City of Boynton Beach receives an allocation of funds "created for the purpose of providing funds to counties and eligible municipalities as an incentive for the creation of a local housing assistance plan, to expand the production of and preserve affordable housing, to further the housing element of the local government Comprehensive Plan specific to affordable housing and to increase housing related employment". The Statute requires that each county or eligible municipality submit to the Florida Housing Finance Corporation (Corporation) an annual report of its affordable housing programs and accomplishments utilizing SHIP funds. The report shall be certified as accurate and complete by the local government chief elected official or his/her designee. The report is representative of the following three years worth of funding from the beginning of the report year (FY2019-2022). How will this affect city programs or services? The State Housing Initiative Partnership (SHIP) Program is one of two principal funding sources for the City's affordable housing programs. Fiscal Impact: SHIP funds are also used for a portion of the City's administration costs which also lessens the demand on the general fund for personnel expenses. Alternatives: None recommended. Strategic Plan: Building Wealth in the Community Strategic Plan Application: The SHIP Program is one source of funding for the City's affordable housing programs, and affordable and workforce housing represents one or more strategic plan projects currently in progress. Climate Action Application: N/A Is this a grant? Yes Page 144 of 744 Grant Amount: $205,063.74 Attachments: Type D IRE)S()l� LA ti 0 II'l D AddE)indUlirn Description :RE)SC)k.JlbC)I['l trainsirnittiing &I II II IF1 Alllll'kjda IIRE)poirt for F::: Y 2019 2020 F:::Y2019 2020 &1 IHIICI AIIIIIIL.jda IIRE)poirt Page 145 of 744 I RESOLUTION R23-029 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING TRANSMITTAL OF THE CITY OF 6 BOYNTON BEACH STATE HOUSING INITIATIVE 7 PARTNERSHIP (SHIP) PROGRAM ANNUAL REPORT FOR 8 FY2019-2020, AND AUTHORIZE THE MAYOR TO SIGN THE 9 CORRESPONDING LOCAL HOUSING CERTIFICATION; 10 PROVIDING AN EFFECTIVE DATE. II 12 WHEREAS, Florida Statute 420.9072 regulates State Housing Initiative Partnership 13 (SHIP) Program; and 14 WHEREAS, the City of Boynton Beach receives an allocation of funds "created for the 15 purpose of providing funds to counties and eligible municipalities as an incentive for the 16 creation of a local housing assistance plan, to expand the production of and preserve 17 affordable housing, to further the housing element of the local government Comprehensive 18 Plan specific to affordable housing and to increase housing related employment; and 19 WHEREAS, the Statute requires that each county or eligible municipality shall submit 20 to the Florida Housing Finance Corporation each year a report of its affordable housing 21 programs and accomplishments; and 22 WHEREAS, the report shall be certified as accurate and complete by the local 23 government's chief elected official or his or her designee; and 24 WHEREAS, upon the recommendation of staff, the City Commission deems it to be 25 in the best interests of the citizens and residents of the City of Boynton Beach to approve 26 transmittal of the City of Boynton Beach State Housing Initiative Partnership (SHIP) Program 27 Annual Report for FY2019-2020, and authorize the Mayor to sign the corresponding Local 28 Housing Certification. 29 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 30 OF BOYNTON BEACH, FLORIDA, THAT: 31 Section 1. The foregoing "Whereas" clauses are true and correct and are hereby 32 ratified and confirmed by the City Commission. 33 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby S:ACA\RESO\SHIP Annual Report Transmittal (2019-20) - Reso.docx Page 146 of 744 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 approves transmittal of the City of Boynton Beach State Housing Initiative Partnership (SHIP) Program Annual Report for FY2019-2020, and authorize the Mayor to sign the corresponding Local Housing Certification, a copy of which is attached hereto and incorporated herein by reference as Exhibit "A". Section 3. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this 9th day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga YES NO Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley ATTEST: Maylee De Jesus, MPA, MMC City Clerk (Corporate Seal) S:ACA\RESO\SHIP Annual Report Transmittal (2019-20) - Reso.docx VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 147 of 744 Title: SHIP Annual Report Boynton Beach FY 2019/2020 Closeout Form 1 SHIP Distribution Summary Homeownership Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Report Status: Unsubmitted Homeownership Totals: $190,427.84 5 Rentals Amount Expended $132,003.00 Encumbered i $6,214.43 Unencumbered $90,552.56 !bode Strategy Amount Units Amount Units, Amount Units 1 Purchase Assistance w $1,664.05 Rehab 3 Owner Occupied Rehab $188,763.79 5 Homeownership Totals: $190,427.84 5 Rentals Rental Totals: Subtotals Additional Use of Funds Administrative Homeownership Counseling Admin From Program Income Admin From Disaster Funds $190,427.84 5 Expended $13,200.30 $1,435.60 Total Revenue (Actual and/or Anticipated) for Local SHIP Trust Fund Source of Funds Amount Expended $132,003.00 EncumberedUnencumbered $6,214.43 Program Income (Payments) $90,552.56 'ode Stretew Amount Units Amount � Units Amount Units Rental Totals: Subtotals Additional Use of Funds Administrative Homeownership Counseling Admin From Program Income Admin From Disaster Funds $190,427.84 5 Expended $13,200.30 $1,435.60 Total Revenue (Actual and/or Anticipated) for Local SHIP Trust Fund Source of Funds Amount State Annual Distribution $132,003.00 Program Income (Interest) $6,214.43 Program Income (Payments) $90,552.56 Recaptured Funds $.00 Disaster Funds Other Funds Carryover funds from previous year -$23,706.25 Total: $205,063.74 * Carry Forward to Next Year: $.00 NOTE: This carry forward amount will only be accurate when all revenue amounts and all expended, encumbered and unencumbered amounts have been added to Form 1 Page 1 Page 148 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Form 2 Rental Unit Information ELI 461 494 593 712 879 VLI 768 823 988 11141 1,273 LOW 1,230 1,317 1,581 1,826 2,037 MOD 1,845 1,977 2,373 2,740 3,057 Up to 140% 1 2,1521 2,3061 2,7681 3,1971 3,566 Recao of Fundina Sources for Units Produced ("Leveraaina") SHIP Funds Expended $190,427.84 56.43% Public Moneys Expended $147,030.00 43.57% Private Funds Expended $97,427.84 .00% Owner Contribution $18,000.00 .00% Total Value of All Units $337,457.84 100.00% SHIP Program Compliance Summary - Home Ownership/Construction/Rehab (Homeownership 1 $190,427.841 $108,296.751 175.84%1 65% 1 Construction / Rehabilitation 1 $190,427.841 $108,296.751 175.84% 75% Program Compliance - Income Set -Asides Income Category, SHIP Funds . Total Available Funds % * ' Extremely Low $75,000.00 36.57% Very Low $97,427.84 47.51% Low $18,000.00 8.78% Moderate $.00 .00% Over 120%-140% $.00 .00% Totals: $190,427.84 92.86% Project Funding for Expended Funds Only Page 2 Page 149 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Form 3 Page 3 Page 150 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Number of Households/Units Produced Totals: 1 3 1 5 Characteristics/Age (Head of Household) List Unincorporated and Each and Each and Each and Each Description Municipality Over Municipality Strategy Municipality ELI, VLI , err , Mod, 40% Total Owner Occupied Boynton Beach 1 3 1 1 4 5 Rehab 5 Rehab Totals: 1 3 1 5 Characteristics/Age (Head of Household) Totals: Family Size 5 5 List Unin orporated and Each and Each Home - and Each Description Municipality Ciescription Municipality U = 25: 26 -40 X41 - 61, 2, + Total ` Owner Occupied Boynton Beach 5 Rehab Other 5 5 Rehab 1 4 Totals: Family Size 5 5 Totals: 3 2 5 Race (Head of Household) List Unincorporated and Each 1 Home - and Each Description Municipality Person People People . Total Owner Occupied Boynton Beach 3 2 anic 5 Rehab Other 'dotal Owner Occupied Boynton Beach 1 Totals: 3 2 5 Race (Head of Household) Totals: 1 4 Demographics (Any Member of Household) List Unincorporated and. Each Farm Home - and Each Description Hisp- Worker Amer- Elderly Total Ciescription Municipality White Black anic Asian Indian Other 'dotal Owner Occupied Boynton Beach 1 4 5 Rehab Totals: 1 4 Demographics (Any Member of Household) 5 Totals: 5 5 Special Target Groups for Funds Expended (i.e. teachers, nurses, law enforcement, fire fighters, etc.) Set Aside Form 4 Status of Incentive Strategies Page 4 Page 151 of 744 List Unincorporated and. Each Farm Home - Description Municipality Worker less Elderly Total Owner Occupied Boynton Beach 5 5 Rehab 5 Totals: 5 5 Special Target Groups for Funds Expended (i.e. teachers, nurses, law enforcement, fire fighters, etc.) Set Aside Form 4 Status of Incentive Strategies Page 4 Page 151 of 744 Incentive Expedited permitting Description (If Other) The Department of Development is responsible for processing and facilitating affordable housing projects (i.e. site plan review, permitting, inspections, etc.) and expedites such reviews involving workforce and affordable housing units pursuant to the City's Expedited Development Review Program. In part, the Program requires assignment of a single staff liaison to ensure quick communications with staff, sets a maximum review period of 7 business days, defines/requires a quick conflict/problem resolution process, and allows consideration of a flexible or tailored fee schedule program (City Code of Ordinances, Part III, Chapter 2, Article I, Section 4). As adopted by resolution R22-032 — Affordable Housing Advisory Committee — FY 2021 Housing Incentives Recommendation Report, this benefit also applies to individual building permits for SHIP or CDBG rehabilitation projects. Moreover, the Department of Development has implemented a new electronic permit system. The new electronic permitting system has been calibrated to provide electronic notification to guide staff to proper implementation to the review process. In addition, relevant City staff will continue to educate developers about the new functionalities of the electronic permitting system. Page 5 Category Status Required Adopted Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Year Adopted (or N/A) 2021 Page 152 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Ongoing review process 2. The Department of Required Adopted 2021 Development and the Community Improvement Division, will continue to review all policies, procedures, ordinances, regulations and plan provisions to determine what effects if any they may have on the cost of producing affordable units prior to their passage. Proposed ordinances will be reviewed in sufficient time needed to evaluate and comment on any potential impact on the provision of affordable housing. As adopted by resolution R22-032 — Affordable Housing Advisory Committee (AHAC) — FY 2021 Housing Incentives Recommendation Report, the AHAC will be part of the evaluation and comment process. Impact fee modifications The City's only fee AHAC Review Adopted 2021 exemption is for Art in Public Places for the percent of the project dedicated to affordable housing (City Code of Ordinances Part II, Chapter 2, Article XII, Section 2- 163). Page 6 Page 153 of 744 Flexible densities The City allows for AHAC Review increased floor ratios and densities in selected residential districts to incentivize the provision of affordable dwelling units. The City has a density bonus in place as part of the Workforce Housing Program. A developer may elect to obtain a density bonus and/or a height bonus through the construction of the workforce units on-site or off-site, monetary contribution, donation of land, or purchase of units to be designated as workforce (City Code of Ordinances, Part 111, Chapter 1, Article V, Section 2.C). The AHAC recommended for this incentive to include affordable housing on projects located city-wide (As adopted by resolution R22-032 — FY2021 AHAC Housing Incentives Recommendation Report). Reservation of infrastructure A reservation mechanism is AHAC Review not necessary, as adequate capacity exists to serve any infill project initiated within CDBG target area. This assumption regarding roads, utilities and recreation is based on available acreage and density limits of the Future Land Use Map of the Comprehensive Plan. State concurrency laws require us to maintain adequate public facilities for everyone and to build new facilities once we reach 90% capacity. The City has not considered this incentive Page 7 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Adopted 2021 Not Adopted 2021 Page 154 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Reduction of parking and Current regulations require AHAC Review Not Adopted 2021 setbacks off street parking for two (2) vehicles. In an effort to maintain the value of property, while at the same time not causing any adverse effect on affordable housing, there shall not be modifications to current regulations governing this issue.The City has not considered this incentive. Modification of street Due to concerns for safety AHAC Review Not Adopted 2021 requirements and aesthetics, there will be no modifications to current regulations governing streets. In the older platted sections, waives of sidewalk requirements have been granted for developers on a case- bycase basis. These variances are usually granted in areas that are generally consistent within the surrounding localities. Consideration may be made in stances where costs involved will hinder producing affordable units. CDBG dollars will be expended on many streets within the target area to install sidewalks and curbing. Efforts to avoid the variance process with certification of those areas consistent with no sidewalks by the developer will be ongoing. The liaison from the Department of Development will expedite this certification process for affordable housing projects. The City has not considered this incentive. Page 8 Page 155 of 744 Page 9 Page 156 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Printed inventory of public The Community AHAC Review Adopted 2021 owned lands Improvement Division maintains maps of the current inventory of all vacant land including those properties owned by the City of Boynton Beach and Palm Beach County within the target area. The City funds land acquisition in an effort to acquire land for potential pre -qualified homebuyers. This effort has resulted in considerable cost saving in the production of affordable units. As adopted by resolution R22-032 — Affordable Housing Advisory Committee (AHAC) — FY 2021 Housing Incentives Recommendation Report, the AHAC recommended to having a list of all available land and a list of vacant land suitable for affordable housing in the City, as a link on the City's website for easy access for developers. Allowance of flexible lot Older residential areas of AHAC Review Adopted 2021 sizes the City of Boynton Beach CDBG target area have several nonconforming lots that were unbuildable due to lot size and frontage requirements. In order to allow single-family residences to be built on these lots, Ordinance No. 20-018 was adopted that modified minimum lot area per unit, lot frontage, and building setbacks (front, interior side, corner side, and rear). Page 9 Page 156 of 744 Support of development near transportation/employment hubs Support Services As part of the Workforce Housing Program developers may be entitled to request higher density land use and zoning category if providing workforce housing units for projects located within the Downtown Transit Oriented Development District (City Code of Ordinances, Part III, Chapter 1, Article V, Section 2.C). AHAC recommendation to include affordable housing units in the Downtown Transit Oriented Development District (As adopted by resolution R22-032 — FY2021 AHAC Housing Incentives Recommendation Report). Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 AHAC Review Adopted 2021 The Affordable Housing Advisory Committee (AHAC) is part of the review process of new policies, procedures, ordinances, regulations, and plan provisions to determine what effects if any, they may have on the cost of producing affordable units prior to passage. The City will disperse all information concerning new ordinances to the AHAC in the sufficient time needed to evaluate and comment on any impact it may have on affordable housing. Other Accomplishments N/A Availability for Public Inspection and Comments The Annual Report was made available through Public Notice on the city's website. Life -to -Date Homeownership Default and Foreclosure Total SHIP Purchase Assistance Loans: 240 Mortgage Foreclosures A. Very low income households in foreclosure: 0 B. Low income households in foreclosure: 1 C. Moderate households in foreclosure: 0 Foreclosed Loans Life -to -date: 1 SHIP Program Foreclosure Percentage Rate Life to Date: 0.42 Mortgage Defaults A. Very low income households in default: 0 B. Low income households in default: 1 Page 10 Page 157 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 C. Moderate households in default: 0 Defaulted Loans Life -to -date: 1 SHIP Program Default Percentage Rate Life to Date: 0.42 Strategies and Production Costs Strategy Average Cast Owner Occupied Rehab $37,752.76 Purchase Assistance w Rehab $1,664.05 Expended Funds Total Unit Count: 5 Total Expended Amount: $190,427.84 strategy, Full Name, Address,, City � �Zip E pend&d FY if Unite Code Funds, Already Counted , Purchase Bathol Saintely 1718 W Circle Drive, Boynton Beach 33435 $1,664.05 2017-2018 Assistance w #4 Rehab Owner Occupied Vert Sweeting 104 NE 20 Avenue Boynton Beach 33435 $17,600.00 Rehab Owner Occupied Angela 1920 NE 1 Lane Boynton Beach 33435 $18,000.00 Rehab Girtman Owner Occupied Francis Harris 1812 S.W. 17th. Boynton Beach 33426 $33,838.79 Rehab Street Owner Occupied Ethel Wrigth 532 NW 13th. Boynton Beach 33435 $75,000.00 Rehab Avenue Owner Occupied Marlene Israel 2620 N.E. 3rd Court Boynton Beach 33435 $44,325.00 Rehab Administration by Entity game Business Type,, Strategy, Covered, Ftespdnsigility , Amount 'ity of Boynton Beach Government Program Administration 100% $14,635.9( Program Income Loan Repayment: $90,552.56 Refinance: Foreclosure: Sale of Property: Interest Earned: $6,214.43 Total: $96,766.99 Number of Affordable Housing Applications Page 11 Page 158 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Submitted Approved Denied Explanation of Recaptured funds N/A Total: $.00 Rental Developments Single Family Area Purchase Price The average area purchase price of single family units: Or Not Applicable Form 5 Page 12 Page 159 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Special Needs Breakdown SHIP Expended and Encumbered for Special Needs Applicants Co (s) Strategies Expended Expended Am6unt Units En uMbered ' 'Amdunt, Units, 1 Purchase Assistance w Rehab Amdunt $1,664.05 Am6unt Units, 3 Owner Occupied Rehab $1,664.05 $171,163.79 4 Rehab Special Needs Category Breakdown by Strategy Provide a description of efforts to reduce homelessness: The City participates and relies heavily on the Palm Beach County Continuum of Care (COC) for outreach and services to the City's homeless populations. The City provides information and referrals to the Palm Beach County Homeless Housing Alliance (HHA). The HHA coordinates all U.S. Department of Housing and Urban Development - COC funding for the County. The City directs all homeless referrals to the County housing service agencies. Interim Year Data Page 13 Page 160 of 744 Expended Encumbered Strategies Special Needs Ceteg6ry Amdunt Units Am6unt Units, (1) Purchase Assistance w Person with Disabling $1,664.05 Rehab Condition (not DD) (3) Owner Occupied Rehab Person with Disabling $62,325.00 2 Condition (not DD) (3) Owner Occupied Rehab Receiving Veterans $33,838.79 1 Disability Benefits (3) Owner Occupied Rehab Receiving Social Security $75,000.00 1 Disability Insurance Provide a description of efforts to reduce homelessness: The City participates and relies heavily on the Palm Beach County Continuum of Care (COC) for outreach and services to the City's homeless populations. The City provides information and referrals to the Palm Beach County Homeless Housing Alliance (HHA). The HHA coordinates all U.S. Department of Housing and Urban Development - COC funding for the County. The City directs all homeless referrals to the County housing service agencies. Interim Year Data Page 13 Page 160 of 744 Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Interim Year Data Interim, Year 1 State Annual Distribution Program Income $19,113.48 Program Funds Expended Program Funds Encumbered $71,836.21 Total Administration Funds Expended Total Administration Funds Encumbered Homeownership Counseling Disaster Funds 65% Homeownership Requirement $71,836.21 N/A 75% Construction /Rehabilitation $71,836.21 N/A 30% Very &Extremely Low Income Requirement $71,836.21 375.84% 30% Low Income Requirement 0.00% 20% Special Needs Requirement $71,836.21 N/A Page 14 Page 161 of 744 Carry Forward to Next Year Page 14 Page 161 of 744 LG Submitted Comments: Form SHIPAR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Page 15 Page 162 of 744 State I°°°f urmsh''i l ''fiii°tiii °tiiirr s P ir�ti°'i irslll'fiii SI°°°�I E I"sir r i°mm ..................................................................�................................................................................................................IIS...................................................�..................... i°°mi°"mmr 111 IS p in aurid I ocalli I1 urmsiiii°'! 111 °'i i°"m°fiiiv s C ir�tiiifiii °tiii ii�m I....................................................................................................................................................................................................................................... On Behalf of City of Boynton Beach (Local Government), I hereby certify that: 1. The Annual Report information submitted electronically to Florida Housing Finance Corporation is true and accurate for the closeout year 2019/2020 and interim years 2020/2021 2. The local housing incentives or local housing incentive plan have been implemented or are in the process of being implemented. Including, at a minimum: a. Permits as defined in s.163.3164 (15) and (16) for affordable housing projects are expedited to a greater degree than other projects; and b. There is an ongoing process for review of local policies, ordinances, regulations, and plan provisions that increase the cost of housing prior to their adoption. 3. The cumulative cost per newly constructed housing per housing unit, from these actions is estimated to be$0 4. The cumulative cost per rehabilitated housing per housing unit, from these actions is estimated to be $0 Staff Member responsible for submitting annual report to FHFC: RJ Ramirez, Community Improvement Div., Manager trt ti ess SIigna ure Date trt ti ess Su ii ted Caine trt ti ess SIigna ure Date W tiness PiJi ted Caine or SIigna ure Date CI°�il f Ill laded OffWai or i)eslgnee Slgnatur l)at tlNef Uected OffirliA oir Desi ,nee Priinted Csuruar ATTEST (Seal) 420 9075 (1.) IEXhil sOrirAY or ekgibl MUI'�Ii i� 0l ilit ShAl i Sri4srnit to the corporation by Se t rr:lr r 15 of each year a report of its: affordable 1l0riS111g Isrograi,ns and cia coi,nlisIranenIts tlrlrOUghil JUIle 0 ii,ni,nediatdy sr ceding Srilsrr:ittc)i ofthe report. I� lh report sI al i 4ocertified cis: cXCUrate and coi,nplete by the If sslf ci nia'ienr"s sllriic�t 6ected offid4or Ihr s or her d sii nee. I rirnsi,nittai of the c)ITIri«ol report lyd C) COU11Ity'S orkgilrl inLfllIid� 0l kty'S chief Nested official, or his or her designee, c rtifi .s that the loom rlOUSillg incentive strategies, or, if cilslsfic«ilsl , the Ioc«, i IrlOUSillg incentive Io4n, have been iir:Isl anent d or are in the process of being irr:Islei,nent d Orli'SLK111t to the adopted schedLfle for ii,�nIsl rnentation. Page 163 Of 744 6. F. Consent Agenda 3/9/2023 Requested Action by Commission: Proposed Resolution No. R23-030- Approve and authorize the Mayor to execute all closing documents in connection with the sale of the parcel of land SE 21st Avenue to Nicholas Malinosky, as previously approved by the City Commission on November 14, 2022. Explanation of Request: On September 22, 2022 the City Commission deemed the vacant parcel located at SE 21st Avenue as surplus and directed staff to prepare a Purchase and Sale Agreement. On November 14, 2022, the City Commission approved the Purchase and Sale Agreement between the City of Boynton Beach and Nicholas Malinosky for a vacant parcel of land which, by itself, is unbuildable. The title company for the purchaser is requiring that the City Commission authorize the Mayor to execute the closing documents necessary to complete the transaction and convey the property. How will this affect city programs or services? The transaction selling the vacant parcel of land to Nicholas Malinosky will be able to be completed. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: None. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 164 of 744 Type IRE)SCA LA ti 0 II'l D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t Description IRE)SOkAboin &Jlthoriziing ChE) li ayor tO E))(C..ICLAE�, all cdosiing doCLAirTIENI'AS to coir vey pirolPE)irty to Ma1iinosky S�PE)CA4l Warrainty DE)Ed No I JENI'l (3)ap Affida�it Noin l:::::oir'E)igin Affidavit Page 165 of 744 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 RESOLUTION NO. R23-030 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE ALL CLOSING DOCUMENTS IN CONNECTION WITH THE SALE OF THE PARCEL OF LAND SE 21ST AVENUE TO NICHOLAS MALINOSKY, AS PREVIOUSLY APPROVED BY THE CITY COMMISSION ON NOVEMBER 14, 2022; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 22, 2022 the City Commission deemed the vacant parcel located at SE 21st Avenue as surplus and directed staff to prepare a Purchase and Sale Agreement; and WHEREAS, on November 14, 2022, the City Commission approved the Purchase and Sale Agreement between the City of Boynton Beach and Nicholas Malinosky fora vacant parcel of land which, by itself, is unbuildable; and WHEREAS, the title company for the purchaser is requiring that the City Commission authorize the Mayor to execute the closing documents necessary to complete the transaction and convey the property; and WHEREAS, the City Commission, upon recommendation of staff, approves and authorizes the Mayor to execute all closing documents in connection with the sale of the parcel of land SE 21 st Avenue to Nicholas Malinosky, as previously approved by the City Commission on November 14, 2022. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA AS FOLLOWS: Section 1: Each Whereas clause set forth above is true and correct and incorporated herein by this reference. Section 2: The City Commission of the City of Boynton Beach does hereby approve and authorize the Mayor to execute all closing documents in connection with the sale of the parcel of land SE 21st Avenue to Nicholas Malinosky, as previously approved by the City Commission on November 14, 2022. Section 3. This Resolution shall become effective immediately upon passage. S:ACA\RESO\Closing documents Malinosky - Reso.docx Page 166 of 744 44 PASSED AND ADOPTED this 9th day of March, 2023. 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley ATTEST: VOTE Maylee De Jesus, MPA, MMC Ty Penserga City Clerk Mayor (Corporate Seal) S:ACA\RESO\Closing documents Malinosky - Reso.docx YES NO APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 167 of 744 This Instrument Prepared By and Return To: Sean M. Swartz, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Consideration: $2,500.00 PIN: 08-43-45-33-03-000-0122 SPECIAL WARRANTY DEED THIS INDENTURE, made this day of , 2023 by and between the City of Boynton Beach, a Florida municipal corporation, hereinafter collectively referred to as "Grantor" and Nicholas P. Malinosky, a married man, hereinafter collectively referred to as "Grantee" whose post office address is 67 Spanish River Drive, Ocean Ridge, Florida 33435. WITNESSETH: That said Grantor, for and in consideration of the sum of TEN ($10.00) DOLLARS, and other good and valuable considerations to Grantor in hand paid by Grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the Grantee, and Grantee's successors and assigns forever, the following described land, situate, lying and being in PALM BEACH County, Florida, to wit: The North 6 feet of the South 64 feet of Lot 12, Crest View, according to the Plat thereof, recorded in Plat Book 23, Page(s)154, of the Public Records ofPalm Beach County, Florida. SUBJECT TO: Taxes for 2023 and subsequent years, zoning and/or restrictions and prohibitions imposed by governmental authorities, and easements and restrictions and other matters appearing on the plat and/or common to the subdivision. Together with: All the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and To Hold, the same in fee simple forever. And the Grantor hereby covenants with said Grantee that Grantor is lawfully seized of said land in fee simple; that Grantor has good right and lawful authority to sell and convey said land; that Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through, or under Grantor, but none other; and that said land is free of all encumbrances. 100551709.3 306-9905658} Page 168 of 744 IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hands the day and year first above written. Signed, sealed and delivered In our presence: (Print or Type Name) (Print or Type Name) ATTEST: Maylee DeJesus, City Clerk STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF BOYNTON BEACH, a municipal corporation of the State of Florida By: Ty Penserga, Mayor The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2023 by Ty Penserga, as Mayor of the City of Boynton Beach, who are personally known to me or have produced as identification. 100551709.3 306-9905658 1 NOTARY PUBLIC 2 Page 169 of 744 This Instrument was Prepared By: Sean M. Swartz, Esquire Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Ft. Lauderdale, FL 33308 NO LIEN/GAP AFFIDAVIT BEFORE ME, the undersigned authority, personally appeared Ty Penserga (the "Affiant"), who being by me first duly sworn on oath, deposes and says: 1. That Affiant is the Mayor of the City of Boynton Beach, Florida, a municipal corporation ("Owner") that is the owner and has fee simple title to the following described property (the "Property") situate, lying and being in the County of Palm Beach, State of Florida, to wit: The North 6 feet of the South 64 feet of Lot 12, Crest View, according to the Plat thereof, recorded in Plat Book 23, Page(s)154, of the Public Records of Palm Beach County, Florida. 2. That Owner has not sold, transferred, assigned or conveyed title to the Property prior to the execution and delivery of the Special Warranty Deed to Nicholas P. Malmosky, individually ("Purchaser"). 3. That the Property and all improvements thereon are free and clear of all liens, taxes, waste, water and sewer charges and encumbrances relative to judgments and claims of every nature whatsoever. 4. That no legal actions, Internal Revenue Service claims or State tax claims are pending or threatened that could ripen into a lien or encumbrance on the Property or the improvements thereon. 5. That for at least the ninety (90) days prior to the date hereof, no material, labor or services have been furnished, performed or supplied in connection with the Property, including the improvements located thereon, for which payment has not been made in full; no material, labor or services have been contracted to be furnished, performed or supplied at a future date in connection with the Property, including the improvements located thereon, for which payment has not been made in full; and there are no unpaid mechanic's, materialmen's or other liens affecting the Property or actual or potential claims on account of any such material, labor or services. 6. That to the best of Affiant's knowledge, no violations of municipal ordinances or other laws, statutes, rules or regulations pertaining to the Property exist, and no orders or notices concerning any violations have been given to Affiant or made against the Property. 7. That there are no matters pending against the Owner that could give rise to a lien that would attach to the Property between the date of closing and the recording of the Deed or other transfer documents and Owner has not and will not execute any instrument that would adversely affect the title to or transfer of the Property to the Purchaser. 100551719.1 306-99056581 Page 170 of 744 8. Affiant agrees that in the event the current real estate and personal property taxes vary in amount from the figures used in making the prorations had in closing the transfer and conveyance of the Property to the Purchaser, then a new proration and a correct and proper adjustment will be made upon written demand. That Owner, and no other person or entity, is in control and possession of the Property. 10. That there are no outstanding unrecorded easements, contracts for sale, agreements for deed, deeds, liens, or mortgages affecting the Property or any portion thereof, except as otherwise provided for in that certain Westcor Land Title Insurance Company Title Commitment with an Effective Date of December 29, 2022 ("Date of Title Certification"). Affiant certifies that from the Date of Title Certification, no lien, encumbrance or other document has been filed of record which adversely affects the title to the Property. 11. That there are no outstanding pending assessments against the Property by any governmental agency or authority, nor any unpaid assessments or unpaid service charges outstanding for gas, water, garbage, or sewerage services with respect to the Property. 12. That no judgment or decree has been entered in any court of this state or the United States against the Owner which remains unsatisfied. 13. That Affiant further agrees to indemnify and hold Ward Damon, PL and Westcor Land Title Insurance Company harmless of and from any loss or damage, including court costs and attorneys fees, arising from reliance on the statements made herein, including but not limited to any matters that may be recorded between the effective date of the commitment and the time of the recording of the instruments described in said Title Commitment to be insured or any other matters which adversely affect the title to the above described property. FURTHER AFFIANT SAYETH NAUGHT. Ty Penserga, Mayor STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of online notarization or physical presence this day of , 2023 by Ty Penserga, as Mayor of the City of Boynton Beach who is personally known to me or has produced a Florida driver's license as identification. NOTARY PUBLIC 100551719.1 306-99056581 Page 171 of 744 This Instrument Prepared By: Sean M. Swartz, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 NON -FOREIGN CERTIFICATION BY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform Nicholas P. Malinosky, individually, (hereinafter the "Transferee") that withholding of tax is not required, upon the disposition by the City of Boynton Beach, Florida, a municipal corporation (hereinafter the "Transferor") of a U.S. real property interest located in Broward County, Florida, and more particularly described as follows: The North 6 feet of the South 64 feet of Lot 12, Crest View, according to the Plat thereof, recorded in Plat Book 23, Page(s)154, of the Public Records of Palm Beach County, Florida. the undersigned hereby certifies, on behalf of the Transferor, the following: 1. Transferor is not a foreign entity, foreign corporation, foreign partnership, foreign trust, or foreign estate as defined in the Internal Revenue Code and Income Tax Regulations. 2. Transferor is not a disregarded entity as defined in Section 1. 1445-2(b)(2)(111). 3. Transferor's United States taxpayer identification number is: 59-6000282. 4. Transferor's office address is 100 E Ocean Ave, Boynton Beach, Florida 33435. 5. There are no other persons that have an ownership interest in the above described property other than Transferor. 6. Transferor understands that the Transferee intends to rely on the foregoing representations in connection with the United States Foreign Investment in Real Property Tax Act (FIRPTA) 94 Stat 2682, as amended. Further, Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained in this certification may be punished by fine, imprisonment or both. 100551720.1 306-9905658} Page 172 of 744 Under penalties of perjury, the undersigned declares that he/she has examined carefully this certification and, to the best of his/her knowledge and belief, it is true, correct and complete. The undersigned further declares that he/she has authority to sign this document on behalf of the Transferor. FURTHER AFFIANT SAYETH NAUGHT. CITY OF BOYNTON BEACH, FLORIDA, a municipal corporation By: Ty Penserga, Title: Mayor STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of online notarization or physical presence this day of , 2023 by Ty Penserga, as Mayor of the City of Boynton Beach, Florida, a municipal corporation, on behalf of the City, who are personally known to me or have produced a Florida driver's license as identification. NOTARY PUBLIC 100551720.1 306-9905658} Page 173 of 744 6.G. Consent Agenda 3/9/2023 �m City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 3/9/2023 Requested Action by Commission: Legal Expenses - January 2023. Information requested by the City Commission. No action required at this time. Explanation of Request: Outside counsel invoices received through Risk Management are also included. Goren Cherof Doody & Ezrol Legal Department $ 45,300.10 Goren Cherof Doody & Ezrol Risk Litigation $ 1,238.26 Outside Counsel $123,333.52 Total $169.871.88 How will this affect city programs or services? This will not affect City programs or services. Fiscal Impact: This is has been budgeted for this fiscal year. Alternatives: N/A Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 174 of 744 Type D AttacftrTIENI'lt D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac lh rTIE) II'l t D A ttac, lh rTIE) II'l t D A ttac lh rTIE) II'l t A ttac lh rTIE) II'l t A ttac lh rTIE) II'l t Description C:.,)oir'E)l['I ChE)rof IDoody & Ezirtfl Risk I itigatioin I ['IVCACE)S J all'lUary 2023 Johinsoin Aima: E)iryw..) Sirnith vs FloliCE) OffiCE)rs BE)irlbE)l['I JaIllUary 2023 Johinsoin Aima: E)iryx..) EstatE) OfIC:: wAs J all'lUary 2023 C:.,)oir'E)l['I ChE)rof IDoody & Ezirtfl JaIllUary 2023 I ['IVCACE)S Ods & StE)lPhENIIS Sirnith w; FloliCE) OffiCE)rs I IE)riny JaIllUary 2023 J0111E)S l:::::C)StE)ir Tbwn SqUiair'E) Illifligaflioin JainUlary 2023 Marir'E)ro & Wydblir' Sirnith w; FloliCE) OffiCE)rs JaIllUary 2023 RobE)rts IfRE)Yindds (3)E)raci VS ZE)lblir' J all'lUary 2023 RobE)rts IfRE)Yindds BE�E)ChE)r w; F:::E)lb( J all'lUary 2023 RobE)rts IfRE)Yindds Sirnith vs FloliCE) OffiCE)rs Sohin JaIllUary 2023 Johinsoin Aima: E)iryx..) Norwood Jallu.jlairy 2023 Johinsoin Aima: E)iryx..) EStE)lb JaIllUary 2023 Johinsoin Aima: E)iryx..) VENIIE�Igas JaIllUlary 2023 JohinsoinAIIISE)�iryx..) QL.Jlig�bly Jall'u.jiairy 2023 Johinsoin Aima: E)iryx..)Bozzacco JaInUlary 2023 JohinsoinAIIISE)�iryx..) IF::: akE) JaIllUary 2023 Johinsoin AIIISE)iryx..) J all'lUary 2023 Johinsoin Aima: E)iryx..) Morris JaIllUlary 2023 Johinsoin AIIISE)iryx..) IRE)ibirnain JaIllUary 2023 Johinsoin Aima: E)iryx..) IF:::oird JaIllUary 2023 KOPE)k)WRZ Ostrow Sohin Airbitiraboin DE�ICE)irnbE)r 2022 I E)WiS I oingirnain EZI I itigatioin JaIllUary 2023 I E)WiS I oingirnain J IVCD I itigatioin JaIllUary 2023 I E)WiS I oingirnain fay wn SqUiair'E) DE)V(.)lopirTIENI'lt JaIllUary 2023 Page 175 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Philson, Tammi A. .(Personal Injury -Carolyn Sims Center) Billing Category: 18 - RLO Claim #001470000440GB ACCOUNT NO: STATEMENT NO: HOURS 01/31/2023. MDC review materials and correspondence re: transition of matter to Johnson Anselmo 0.30 FOR CURRENT SERVICES RENDERED 0.30 RECAPITULATION TIMEKEEPER HOURS HOURLY_ RATE TOTAL Michael D. Cirullo 0.30 $225.00 $67.50 Color photocopies Photocopies 01/06/2023 Medical Records 01/27/2023 Medical Records M isc TOTAL ADVANCES THRU 01/31/2023 TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905310 45885 67.50 22.88 22.88 45.76 45.76 113.26 $113.26 Page 176 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) .771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Alves Fernandes, Bruno Henrique (MVA) Billing Category: 18 - RLO Claim #19762606 ACCOUNT NO: STATEMENT NO: 01/05/2023 HN Email exchange with opposing counsel's office. 01/12/2023 HN Review of answer and affirmative defenses. Email to MDC. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Heather Needelman 0.50 $225.00 Color photocopies TOTAL CURRENT WORK BALANCE DUE At AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE HOURS 0.20 0.30 0.50 TOTAL $112.50 Page: 1 02/02/2023 306-9905392 45886 112.50 $112.50 Page 177 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Quigley, Theresa (Trip and Fall) Billing Category: 18 - RLO Claim #20180501-01 ACCOUNT NO STATEMENT NO 01/25/2023 MDC review correspondence from defense counsel and voluntary dismissal FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.20 $225.00 Color photocopies Photocopies TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE HOURS 0.20 0.20 TOTAL $45.00 Page: 1 02/02/2023 306-9905403 45887 45.00 45.00 $45.00 Page 178 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 02/02/2023 100 E. Ocean Avenue ACCOUNT NO: 306-9905404 Boynton Beach FL 33435 STATEMENT NO: 45888 Attn: Lynn Swanson adv. Riebman, Scott (Trip and Fall) Billing Category: 18 - RLO Claim #19768833 HOURS 01/05/2023 MDC Phone calls on Reibman settlement 0.20 01/09/2023 MDC review and respond to inquiries re: Malgorzata, review records re: Riebman 0.50 01/11/2023 MDC review materials and correspond re: Riebman 0.30 01/18/2023 MDC Telephone conference call with Bruce Johnson 0.30 01/20/2023 MDC call with Chris Stearns re: status of claim and pending motion to vacate 0.20 FOR CURRENT SERVICES RENDERED 1.50 337.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Michael D. Cirullo 1.50 $225.00 $337.50 TOTAL CURRENT WORK 337.50 BALANCE DUE $337.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 179 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Estella, Jean (MVA) Billing Category: 18 - RLO Claim #19798151 ACCOUNT NO: STATEMENT NO: 01/25/2023 MDC review status of court ordered deadlines and related correspondence with defense counsel - 01/31/2023 MDC review correspondence on status of discovery and trial order FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.40 $225.00 Color photocopies Photocopies TOTAL CURRENT WORK BALANCE DUE A0) HOURS 0.20 0.20 0.40 TOTAL $90.00 Page: 1 02/02/2023 306=9905444 45894 •W I1 $90.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 180 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Flake, Natalie (MVA) Billing Category: 18 - RLO Claim #20818346 ACCOUNT NO STATEMENT NO 01/17/2023 MDC review status of file, pending trial order deadlines 01/31/2023 MDC review correspondence on status of mediation FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.40 $225.00 Color photocopies TOTAL CURRENT WORK BALANCE DUE Mf) HOURS 0.20 0.20 0.40 Page: 1 02/02/2023 306-9905492 45895 ym $90.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 181 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv Norwood, Michael (Slip and Fall accident 3/4/2021) Billing Category: 18 - RLO Claim #21859966 01/17/2023 MDC review pending discovery deadlines FOR CURRENT SERVICES RENDERED ACCOUNT NO: STATEMENT NO: RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.20 $225.00 Color photocopies Photocopies TOTAL CURRENT WORK BALANCE DUE MIC HOURS 0.20 0.20 TOTAL $45.00 Page: 1 02/02/2023 306-9905561 45899 45.00 45.00 $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 182 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson FDOT- GCME Water Main Damage Billing Category: 18 - RLO Claim #21870606 ACCOUNT NO STATEMENT NO 01/06/2023 KLE Review documents, conference with Michael D. Cirullo 01/10/2023 KLE Prepare for and attend meeting with Michael D. Cirullo FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Kerry L. Ezrol 0.70 $225.00 TOTAL CURRENT WORK BALANCE DUE Aft C HOURS 0.30 0.40 0.70 TOTAL $157.50 Page: 1 02/02/2023 306-9905594 45903 157.50 $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 183 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Estate of Stanley Davis III Billing Category: 18 - RLO Claim #22874044 01/11/2023 MDC review motion to amend, and amended complaint ACCOUNT NO STATEMENT NO 01/13/2023 MDC review court order on amended complaint and email correspondence from defense counsel on status -of the case 01/25/2023 MDC review litigation analysis and update from City's defense counsel 01/31/2023 MDC review motion to dismiss amended complaint, confer with defense counsel on status of case FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 1.10 $225.00 TOTAL CURRENT WORK BALANCE DUE AP i Page: 1 02/02/2023 306-9905607 45905 HOURS 0.30 0.30 0.20 0.30 1.10 247.50 TOTAL $247.50 247.50 $247.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 184 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 02, 2023 Billed Through 01/31/2023 Invoice 73823 / MTB 00281 42164 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Joseph Smith vs. Boynton Beach, Shaun James, Mark Sohn, Andrew Berben and Cory Henry (Tristar Claim No. 22885543 and PGCS Claim No. 394052) FOR PROFESSIONAL SERVICES RENDERED: 01/07/2022 SDA Secord full day of preparation of Motion for Summary Judgement and 7.10 memorandum of law 01/03/2023 SDA Full day of sythesizing all information obtained from review of all 7.60 depositions in civil and criminal case, video and reports, and preparing a draft Unsworn Declaration of Berben 01/04/2023 MTB Research for and continued preparation of Andrew Berben's Motion for 2.50 Summary Judgment and Statement of Undisputed Material Facts 01/04/2023 SDA Prepare correspondence to Berben with request to meet and discuss 0.20 Affidavit in support of Motion for Summary Judgement 01/04/2023 SDA Review correspondence from Berben regarding availability to meet; 0.20 cross-reference calendar and advise of confirmation 01/04/2023 SDA Prepare correspondence to Berben with meeting link, date and time 0.30 01/04/2023 SDA Preparation for factual portion (Concise Statment of Material Facts) for 7.40 Motion for Summary Judgement, including all citations to multiple depositions, Berben Declaration and other record evidence 01/05/2023 SDA Full day of research for Motion for Summary Judgement, including 7.50 update caselaw on dog sniffs without reasonable suspicion, detentions for window tint violations 01/06/2023 SDA Full day of preparation of Motion for Summary Judgement 7.30 01/12/2023 SDA Review correspondence from Attorney Breeden with Berben's draft 0.20 Declaration 01/12/2023 SDA Review correspondence from Attorney Breeden with request for the 0.20 parties' respective draft Declarations of all officers 01/23/2023 SDA Review draft Declaration of Coty Herny 0.40 Page 185 of 744 Invoice Number 73823 Page 2 01/23/2023 SDA Review correspondence from Attorney Lourdes Wydler regarding intent 0.20 to provide proposed Declaration of James on 01/23/23 01/24/2023 SDA Review and study procedures and rules for filing video with the Clerk in 0.70 a conventional format 01/24/2023 SDA Prepare Motion for Convential Filing 0.10 01/24/2023 SDA Prepare correspondence to all all counsel requesting permission to file 0.20 Motion as Joint Defense and unopposed by Plaintiff 01/24/2023 SDA Telephone conference with A. Berben regarding Declaration 0.20 01/25/2023 SDA Review and study Joint Statement of Material Fact, as amended by the 3.20 parties to file with Motion for Summary Judgement; cross-reference all citations and confirm sufficient content from Berben Declaration is included 01/25/2023 SDA Review correspondence from Plaintiffs counsel regarding opposition to 0.20 convential filing motion 01/25/2023 SDA Review Plaintiff s proposed Motion to submit video to the Court 0.20 01/25/2023 SDA Prepare correspondence to Plaintiff s counsel advising that video need 0.20 not be submitted twice and that she can cite to defense video in her submission 01/25/2023 SDA Review correspondence from Stephens approving motion to conventially 0.10 file 01/25/2023 SDA Review correspondence from Attorney Lourder Wydler approving 0.10 motion to conventially file 01/25/2023 SDA Review response from A. Breeden to Plaintiff s intent to file video 0.10 01/26/2023 SDA Review proposed motion to exceed page limits 0.20 01/26/2023 SDA Prepare correspondence to all counsel approving motion 0.20 01/26/2023 SDA Work with Ann Breeden in reviewing and finalizing Joint Motion for 3.30 Summary Judgement and Statement of Facts 01/26/2023 SDA Review correspondence from co -defense counsel requesting permission 0.10 to file Motion to Exceed as unopposed 01/26/2023 SDA Review correspondence from Plaintiff s counsel approving Motion as 0.10 unopposed 01/27/2023 SDA Telephone conference with Berben regarding finalizing Declaration 0.20 01/27/2023 SDA Review correspondence from Berben with signed Declaration 0.20 01/27/2023 SDA Review correspondence A. Breeden with final draft of Motion for 0.10 Summary Judgement 01/27/2023 SDA Review final draft of Motion for Summary Judgement; cite check all 0.80 citations and prepare correspondence to A. Breeden with approval 01/27/2023 SDA Review proposed Declaration of Shaun James; compare timeline and 0.50 assertions to Berben's Page 186 of 744 Invoice Number 73823 Page 3 Total Professional Services: $11,722.50 Burke, Michael T. 2.50 225.00 $562.50 Alexander, Scott D 49.60 225.00 $11,160.00 DISBURSEMENTS 0110612023 State of Florida; Invoice # 18821; Fee for Public Records Request for -131.12 #18821 0110612023 State of Florida; Invoice # 18820/18822; Fee for Public Records Request -47.68 for #18820/18822 0113112023 Printing and Imaging Services 103.95 Total Expenses Advanced: -$74.85 Summary: Total professional services $11,722.50 Total expenses incurred -$74.85 Total Amount Billed $11,647.65 Less Pre -Paid Applied $0.00 Please Pay this Amount $11,647.65 Page 187 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 03, 2023 Billed Through 01/31/2023 Invoice 73848 / EBJ 00281 42070 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Shannon Thompson and Stanley Davis, Jr., for Estate of Stanley Davis III vs. City of Boynton Beach (Tristar claim no.: 22874044) FOR PROFESSIONAL SERVICES RENDERED: 01/03/2023 EBJ Review Order granting Plaintiff s Motion for Extension of Time 0.10 01/03/2023 EBJ Review correspondence from Jasmine Rand, Esq., regarding proposed 0.20 motion for leave to amend complaint 01/03/2023 EBJ Review proposed motion 0.30 01/03/2023 CJS Prepare correspondence to Jasmine Rand, Esq., regarding non objection 0.20 to request for leave to amend 01/03/2023 CJS Review second correspondence from Jasmine Rand, Esq., regarding non 0.20 objection to request for leave to amend 01/05/2023 EBJ Review Co -Defendant, Sohn's, Motion for Leave to file out -of -time 0.30 Response to Plaintiffs' Complaint 01/05/2023 EBJ Review Notice of Appearance by counsel for Officer Sohn 0.10 01/05/2023 CJS Review Notice of Attorney Appearance for Officer Sohn 0.10 01/05/2023 CJS Telephone conference with Lourdes Wydler, Esq., regarding status of 0.20 response on behalf of Officer Mark Sohn 01/06/2023 EBJ Review Court's Order regarding time change to Scheduling Conference 0.30 01/09/2023 CJS Review correspondence from Jasmine Rand, Esq., regarding hearing on 0.20 joint scheduling conference 01/11/2023 EBJ Initial analysis of eleven causes of action alleged in 68 page proposed 2.50 Amended Complaint 01/11/2023 EBJ Prepare correspondence to City and FMIT regarding Plaintiffs' Motion 0.30 for Leave to File an Amended Complaint and proposed 67 page amended complaint Page 188 of 744 Invoice Number 73848 Page 2 01/11/2023 EBJ Review correspondence from Lourdes Wydler, Esq., regarding request 0.30 for certain records from City including personnel file, training files, and IA files 01/11/2023 CJS Prepare correspondence to Lourdes Wydler, Esq., regarding request for 0.20 certain records from City including personnel file, training files, and IA files 01/12/2023 EBJ Review Court's paperless minutes for Scheduling Conference 0.20 01/12/2023 EBJ Review Court's Order on Motion for Leave to File First Amended 0.30 Complaint 01/12/2023 CJS Review correspondence from Jasmine Rand, Esq., regarding conference 0.20 to discuss scheduling conference 01/12/2023 CJS Review correspondence from Lourdes Wydler, Esq., regarding 0.20 conference to discuss scheduling conference 01/12/2023 CJS Prepare correspondence to Lourdes Wydler, Esq., regarding conference 0.20 to discuss scheduling conference 01/12/2023 CJS Prepare correspondence to Jasmine Rand, Esq., regarding conference to 0.20 discuss scheduling conference 01/12/2023 CJS Prepare for and attend conference with attorneys regarding potential 0.80 amended scheduling report 01/12/2023 CJS Continued preparation for and attend Court Ordered Status Conference 1.00 with Magistrate Judge 01/12/2023 CJS Review Court's paperless minute entry for scheduling conference 0.20 01/12/2023 EBJ Review Court's Order on Motion for Leave to File Amended Complaint 0.20 01/13/2023 EBJ Review Plaintiff s Amended Complaint 0.70 01/13/2023 EBJ Prepare correspondence to clients regarding Plaintiffs Amended 0.30 Complaint 01/13/2023 EBJ Prepare correspondence to clients regarding Court's paperless order 0.20 granting Plaintiff s Motion for Leave to Amend Complaint 01/13/2023 EBJ Review Court's Scheduling Order 0.50 01/13/2023 CJS Review correspondence from Jasmine Rand, Esq., regarding motion for 0.20 continuance and expected filing 01/13/2023 CJS Prepare correspondence to Jasmine Rand, Esq., regarding motion for 0.20 continuance and expected filing 01/13/2023 EBJ Review correspondence from Mike Cirullo, Esq., regarding status 0.20 01/13/2023 CJS Review Court's Scheduling Order 0.50 01/18/2023 EBJ Review Court's Order on Motion to Dismiss 0.20 01/18/2023 CJS Research regarding Florida cases addressing probable cause as a matter 2.50 of law and dismissal based upon the allegations of the Complaint 01/23/2023 CJS Research regarding Plaintiff s Amended Complaint and Motion to 3.00 Dismiss 01/24/2023 EBJ Prepare correspondence to clients regarding Court's Order Setting Trial 0.20 Page 189 of 744 Invoice Number 73848 Page 3 01/25/2023 EBJ Review correspondence from Karen Klein requesting status update 2.00 including an outline of steps for the defense of the case, petition for damage exposure, discovery to be completed, analyze file and prepare indepth response to City and Tristar 01/25/2023 CJS Research regarding Plaintiff s newly pled claim of an unlawful seizure 3.50 arising out of a vehicle pursuit 01/25/2023 CJS Draft and review City's Motion to Dismiss First Amended Complaint and 4.00 supporting memorandum of law 01/25/2023 EBJ Work with CJS regarding case law and anticipated response to Plaintiffs 2.50 Amended Complaint and additional issues 01/26/2023 EBJ Review Notice of Mediator Selection and/or Hearing 0.30 01/26/2023 EBJ Analyze parties Discovery Plan to Court 0.50 01/26/2023 EBJ Review Notice of Mediator Selection 0.20 01/26/2023 CJS Research regarding Plaintiff s newly pled claim of excessive force arising 2.30 out of a police pursuit 01/26/2023 CJS Research regarding Federal cases addressing a failure to train claim 1.70 based upon deficiencies in a single officer's training 01/26/2023 CJS Draft and review City's Motion to Dismiss and supporting memorandum 3.50 of law 01/26/2023 CJS Multiple correspondences with Jasmine Rand, and Lourdes Wydler, 0.70 Esqs., regarding selecting and mediator and compliance with court orde 01/26/2023 CJS Review proposed joint discovery plan 0.50 01/26/2023 CJS Revise joint discovery plan 1.20 01/26/2023 CJS Multiple correspondences with Lourdes Wydler and Jasmine Rand, 0.80 Esqs., regarding joint discovery, plan, revisions, and compliance report order 01/27/2023 EBJ Review Sohn's Motion to Dismiss 1.00 01/27/2023 CJS Revise and finalize City's Motion to Dismiss and supporting 4.00 memorandum of law 01/27/2023 EBJ Review correspondence from Jasmine Rand, Esq., regarding medical 0.30 issues and intent to withdrawal 01/27/2023 CJS Prepare correspondence to Jasmine Rand, Esq., regarding no -objection to 0.20 request to withdraw 01/27/2023 EBJ Review correspondence from Lourdes Wydler, Esq., regarding Jasmine 0.20 Rand's request to withdraw 01/27/2023 EBJ Review second correspondence from Jasmine Rand, Esq., regarding 0.20 medical issues and intent to withdrawal 01/27/2023 CJS Prepare second correspondence to Jasmine Rand, Esq., regarding 0.20 medical issues and intent to withdrawal 01/30/2023 EBJ Review Plaintiff s Motion to Withdraw as Counsel 0.30 01/30/2023 EBJ Prepare correspondence to clients regarding Motion to Dismiss Amended 0.30 Complaint Page 190 of 744 01/30/2023 EBJ Review proposed order granting withdrawal Total Professional Services: Stearns, Chris J. 32.90 Johnson, E. Bruce 15.30 DISBURSEMENTS 0113112023 Printing and Imaging Services 0113112023 WestLaw Research Summary: Invoice Number 73848 Page 4 0.10 $10,845.00 225.00 $7,402.50 225.00 $3,442.50 123.55 242.00 Total Expenses Advanced: $365.55 Total professional services $10,845.00 Total expenses incurred +$365.55 Total Amount Billed $11,210.55 Less Pre -Paid Applied $0.00 Please Pay this Amount $11,210.55 Page 191 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 02/02/2023 100 E. Ocean Avenue ACCOUNT NO: 306-9001821 Boynton Beach FL 33435 STATEMENT NO: 45882 Attn: Lynn Swanson General Matters and respond to staff re: matter. 0.80 HOURS Review and evaluation of procurement processes in light of inquiry from Ms. 01/02/2023 MDC review materials for 1/3/23 meeting 0.40 01/03/2023 MDC review materials, misc meeting on agenda; review emails and information Research on condemnation provisions and eminent domain; Conference on FAU agreement 8.70 SMS Review related to FIU Agreement. 1.80 BJS Review correspondence re: Firearms and Transfer of Ownership, telephone Review and evaluation of issue re: RFQ - Request for Quote DEV23-021 R - call with Dan Cline 0.90 01/04/2023 MDC misc follow. up from Commission meeting, review materials for candidacy follow-up with staff re: matter. 1.10 issues; review inquiries on ordinance corrections; misc calls on candidate Phone discussion with Tanya Guim re: chronic nuisance meeting. issues 1.60 SMS Prepare for, and conference call to discuss obligations under Maintenance nuisance section of City's code of ordinances. Phone discussions with Agreement with Association for Dog Park; Correspondence related to Tanya Guim. 1.60 Eminent Domain and Lease. 1.90 QEM Review of clear channel draft agreement; correspond with staff re: matter; direct update to addendum and review of draft addendum. 1.70 BJS Reveiw and revise draft Affidavit of Ownership re: Firearms 0.60 01/05/2023 MDC review emails on The Pierce Project, call with Planning staff; confer with 01/06/2023 MDC review status of restrictive covenant, misc calls with Commissioners; review emails on pending matters and confer with Lynn Swanson; review status of procurement matters 2.50 QEM Review and preparation of dispute resolution for ECivis Software Subscription Agreement. 2.80 Page 192 of 744 Lynn Swanson on pending matters; review procurement inquiries, follow up on election matters 1.30 QEM Review of update from staff re: Clear Channel Agreement; review of notes and respond to staff re: matter. 0.80 QEM Review and evaluation of procurement processes in light of inquiry from Ms. Pinto re: concessionaire contracts. 3.20 SMS Research on condemnation provisions and eminent domain; Conference call to discuss condemnation and Lease Agreement; Research on maintenance on seawalls; Correspondence and review related to FIU ILA. 2.50 QEM Review and evaluation of issue re: RFQ - Request for Quote DEV23-021 R - Administrator of Record for Abandoned / Foreclosed / Vacant Properties; follow-up with staff re: matter. 1.10 HN Phone discussion with Tanya Guim re: chronic nuisance meeting. Preparation and attendance of chronic nuisance meeting. Review of chronic nuisance section of City's code of ordinances. Phone discussions with Tanya Guim. 1.60 01/06/2023 MDC review status of restrictive covenant, misc calls with Commissioners; review emails on pending matters and confer with Lynn Swanson; review status of procurement matters 2.50 QEM Review and preparation of dispute resolution for ECivis Software Subscription Agreement. 2.80 Page 192 of 744 CITY OF BOYNTON BEACH ACCOUNT NO: STATEMENT NO: General Matters HOURS QEM Review of notes and follow-up with staff re: Johnson Controls Agreement. 0.50 SMS Call and revisions to Lease Agreement; Research related to Seawalls. 2.80 01/09/2023 MDC review agenda items for 1-17-22 meeting; review emails on easements, contract review; forward comments on BOA agreement to purchasing 1.50 HN Review of email from Captain Burdelski re: Homing Inn property. Phone HN discussions with Candice Stone re: homing inn chronic nuisance agreement. Review of emails from Candice Stone. Phone discussion with property. Email to Tanya Guim cc Candice Stone and MDC. Phone MDC. 1.10 QEM Review and respond to staff re: form agreement for Administrator of Record for Abandoned / Foreclosed / Vacant Properties. 1.80 SMS Review of agenda item for Lease Agreement. 0.50 01/10/2023 MDC Call with Lynn on pending matters; continue reviewing agenda items for 1/10/23 meeting 0.90 QEM Preparation of draft documents for staff re: towing ordinance; transmit documents to staff for review and comment. 3.80 HN Phone discussions with Candice Stone re: code related matters. Review of emails from Candice Stone with attachments. Review of SB 60 (2021). Review of emails from Candice Stone and Tanya Guim re: 2632 N Federal Hwy. 2.20 SMS Additional research on Canal right of way and ownership. 1.30 01/11/2023 MDC review agenda materials for 1-17-23 meeting; confer with Lynn Swanson on 01/12/2023 MDC review emails and materials on towing contract, meet with Heather pending matters; review misc documents, misc meetings, at City Hall 2.80 HN Review of nuisance declaration and agreement relating to homing inn property. Email to Tanya Guim cc Candice Stone and MDC. Phone 1.80 BJS discussion with Tanya Guim re: chronic nuisance agreement with new homing inn owners. Phone discussion with Candice Stone. 1.50 BJS Review and revise Return of Property Form with transmittal to City staff for review 0.60 QEM Review and evaluation of email correspondence re: ECIVIS INC SOFTWARE SUBSCRIPTION AGREEMENT; review of past correspondence and addendum; preliminary discuss with ECivis 2.50 representative re: matter. 1.10 QEM Review of palm beach county ordinance and related towing documents and correspond with staff re: matter. 1.60 SMS Correspondence and discussion on seawalls; Discussion on executed Agreements. 0.50 01/12/2023 MDC review emails and materials on towing contract, meet with Heather Page: 2 02/02/2023 306-9001821 45882 01/13/2023 MDC review emails on code enforcement, confer with Sean Swartz re: The Pierce project; review charter and amendments; review inquiry on LGBTQ intersection inquiry; meet with Lynn Swanson on misc matters 2.40 Page 193 of 744 Needelman re: code matters 0.80 QEM Preparation for and attend ECivis Zoom meeting with ECivis staff re: Agreement; review of proposed edits by ECivis. 1.80 BJS Revise Release of Firearm Indemnity Agreement with comments from Dan Cline 0.60 HN Review of declaration and nuisance agreement. Email to Tanya Guim cc MDC. 0.40 SMS Discussion on lien; Telephone conference calls to discuss Pierce Parking Agreement; Review related to Boat Permits; Zoom conference call to discuss Dog Park Maintenance. 2.50 Page: 2 02/02/2023 306-9001821 45882 01/13/2023 MDC review emails on code enforcement, confer with Sean Swartz re: The Pierce project; review charter and amendments; review inquiry on LGBTQ intersection inquiry; meet with Lynn Swanson on misc matters 2.40 Page 193 of 744 Page: 3 CITY OF BOYNTON BEACH 02/02/2023 ACCOUNT NO: 306-9001821 STATEMENT NO: 45882 General Matters HN Phone discussion with Candice Stone re: Casa Del Mar code case. Commission 0.80 Discussion with MDC. Email to Attorney for Casa Del Mar. Review of email 0.20 QEM Review of inquiry from staff re: facility use agreement re: YMCA. from John Durgan. Phone discussion with John Durgan. Email to MDC SMS Review of Lease Agreement with the County for use of City Hall Space: QEM based on discussion with John Durgan. 1.00 SMS Draft Vendor addendums for Photographic and Bounce House Services; 1.30 QEM Correspondence related to Police Donation Agreement; Discussion on 3.30 QEM Pierce Parking Agreement and review of Condition of approval; Discussion 0.60 on Code Rele6ses. 2.30 QEM Review of email correspondence re: ECivis Agreement updates; begin review of edits from ECivis. 0.70 01/16/2023 MDC review and respond to emails on charter, review government speech matters; review documents for 1-17-23 meeting 1.10 01/17/2023 MDC review materials for commission meeting; misc meetings at city hall; prepare for and attend city commission meeting 7.30 QEM Review and update Addendum re: ECivis Agreement. 2.00 SMS Correspondence related to Pierce Parking Agreement. 0.20 01/18/2023 MDC misc follow up from commission meeting, review medical marijuana dispensary regulations and statutes, prepare and forward information to City Draft Facility Use Agreement. Commission 0.80 PBH Discussed new research items with MDC. 0.20 QEM Review of inquiry from staff re: facility use agreement re: YMCA. 0.70 SMS Review of Lease Agreement with the County for use of City Hall Space: QEM Research on Canal right of way maintenance; Discussion on Facility Use Agreement with YMCA; Correspondence related to tax property matters. 3.40 01/19/2023 SMS Draft Facility Use Agreement. 0.80 MDC call with Lynn Swanson, review status of follow up items from City 0.70 SMS Commission 0.60 QEM Follow-up with Mr. Cline and Ms. Pinto re: towing ordinance and procurement; telephone conference with Mr. Cline re: matter. 1.30 QEM Review of correspondence re: Kimly Horn contractual and work product 3.30 QEM issues re: TOD Raise 2023. 0.60 01/20/2023 MDC review correspondence on pending items, misc calls with Lynn Swanson 1.00 QEM Review of Planner Meyer's comments re: Boynton Beach TOD RAISE 2023; review of prior notes re: Kimley-Horn outstanding invoice matter. 1.70 SMS Review related to 1140 NE 7th St. and related taxes and research on payment of taxes; Correspondence related to Cell Tower Consultant. 1.40 01/23/2023 MDC review emails on tax sale matters, confer with Sean Swartz re: The Pierce applications 0.60 QEM Review and evaluation of updates re: ECivis Agreement. 0.70 SMS Review agenda and back up materials and discussion for P & D Board Meeting; Correspondence related to payment of taxes; Review of Unsafe Structure Letter; Review FDOT License Agreements; Correspondence related to Facility Use Agreement 3.30 QEM Review and evaluation of executed Collector Art Loan and Display Agreement; follow-up with staff re: approval to form. 0.90 QEM Review of conflict of Interest issues re: Florida Technical Consultants RFQ; discuss matter with Ms. Pinto; review with Mr. Cirullo. 1.50 HN Phone discussion with John Durgan re: promissory notes for forgivable loan program. 0.20 Page 194 of 744 Page: 4 CITY OF BOYNTON BEACH 02/02/2023 ACCOUNT NO: 306-9001821 STATEMENT NO: 45882 General Matters HOURS PBH Conducted legal research for proposed ordinances. 1.50 01/24/2023 MDC review emails on procurement inquiries; review revised notices for PDB meeting re: Pierce 0.60 SMS Review Facility Use Agreement for Historical Society; Review Sponsorship Agreement Addendum with Memorial; Review Sports Provider Agreement with BBYOA; Review of Cemetery Deeds; Review related to recording of unsafe structure letter. 3.80 QEM Continue review of and follow-up with Ms. Pinto re: Conflict of Interest - Florida Technical Consultants 0.60 01/25/2023 MDC misc calls on pending matters, misc meetings at City Hall 3.40 SMS Review of Palm Beach County policies and correspondence related to Notice of Demolition. 0.70 01/26/2023 MDC review and respond to emails on board members, agenda, and procurement matters; review draft employment letters; misc calls on telecommunication matters 1.30 QEM Follow-up with Mr. Cline re: towing franchise and ordinance. 0.40 QEM Follow-up with Ms. Pinto re: Non -Collusion affidavit Issue re: S. Florida Engineering and Consulting LLC. 0.60 SMS Discussion on License Agreement; Correspondence and review related to Lease Agreement; Discussion, on cell leases. 0.70 PBH Reviewed 1 st amendment cases. Reviewed comparable City, ordinances. Reviewed Bert J. Harris act. 1.00 01/27/2023 MDC review agenda items, review correspondence on sister city; misc calls with Lynn Swanson on pending matters 1.00 SMS Review of sister city materials and research; Call with staff to discuss sister cities information. 1.10 HN Review of letter from attorney Scott Fishman relating to 3095 N. Seacrest Blvd. Phone discussion with Candice Stone. Review of email from Candice Stone. Email to Scott Fishman cc MDC. 0.70 01/30/2023 MDC review contracts, agenda items for 2-7-23 meeting; misc calls with Lynn Swanson; review misc documents 0.60 01/31/2023 MDC review letter to code re: neighbor complaints to PD, review agenda materials for 2-7-23 meeting 0.70 HN Phone discussion with MDC re: Barrie and Linda Mizerski's complaints of neighbor doing business in residential area. Phone discussion with their attorney Scott Fishman. Email exchange with Scott Fishman. Phone discussions with Candice Stone. Email exchange with MDC. Review of Barrie Mizerski's email. 1.20 FOR CURRENT SERVICES RENDERED 120.60 21,033.50 Color photocopies Photocopies TOTAL CURRENT WORK 21,033.50 BALANCE DUE $21,033.50 Page 195 of 744 Page: 5 CITY OF BOYNTON BEACH 02/02/2023 ACCOUNT NO: 306-9001821 STATEMENT NO: 45882 General Matters AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 196 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Quantum Park POA - Robert Furr, Trustee (Bankruptcy) 01/04/2023 KLE Review Motion and Order of Dismissal from Malinda Hayes, email to Malinda Hayes 01/05/2023 MDC review draft final order and related email updates. FOR CURRENT SERVICES RENDERED ACCOUNT NO: STATEMENT NO: RECAPITULATION TIMEKEEPER_ HOURS HO_UR_L_YRATE Kerry L. Ezrol 0.20 $225.00 Michael D. Cirullo 0.20 225.00 TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/01/2023 306-9905637 45606 HOURS 0.20 0.20 0.40 90.00 TOTAL $45.00 45.00 90.00 $90.00 Mo Page 197 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue ACCOUNT NO: Boynton Beach FL 33435 STATEMENT NO: Attn: Lynn Swanson adv. State of Florida (Pientka Holdings, et al) Unity of Title TOTAL CURRENT WORK BALANCE DUE a AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/01/2023 306-9905671 45607 1,890.00 $1,890.00 Page 198 of 744 HOURS 01/03/2023 KLE Review Petition, Order of Taking and related documents, research public records re: Unity of Title, preliminary research re: potential claims of City for taking property subject to a Unity of Title. 1.40 01/04/2023 KLE Review Petition and related documents, research, email to Lynn Swanson, Andrew Mack, and Adam Temple 0.80 01/06/2023 KLE Follow up re: status of service, prepare draft answer, emails to FDOT attorney re: request for documents, etc, emails to and from Andrew Mack and Amanda Radigan re: UOT /certificate of compliance, etc, review pleadings filed in court file, 2.20 01/09/2023 KLE Review CoC documents from Amanda Radigan 0.30 01/10/2023 KLE Prepare answer, review appraisal, and plans and related documents, detailed email to Andrew Mack, research re: compensable interest 3.10 01/23/2023 KLE Review and final answer. 0.40 01/24/2023 KLE Revise and final Answer 0.20 FOR CURRENT SERVICES RENDERED 8.40 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Kerry L. Ezrol 8.40 $225.00 $1,890.00 TOTAL CURRENT WORK BALANCE DUE a AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/01/2023 306-9905671 45607 1,890.00 $1,890.00 Page 198 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson LABOR - General ACCOUNT NO: STATEMENT NO: Page: 1 02/02/2023 306-0603180 45880 01/06/2023 MDC review correspondence re: Cline, follow up with Shana Bridgeman on Monteith 0.40 SHB Review various correspondence and backup documents; follow up correspondence to Garcia re: additional information needed to conduct investigation into Cline allegations. 0.40 01/09/2023 SHB Complete review of Monteith IA and discipline documents and follow up with - Dugger. 1.10 01/10/2023 SMS Calls to discuss Excess Benefits and additional research based on calls with staff 1.30 01/11/2023 MDC review email correspondence on status of Monteith and Cline matters HOURS 01/03/2023 MDC review email inquiry on tax implications for fringe benefits; confer with Sean Swartz on research on the issues; review emails on temporary employment 0.20 01/12/2023 SHB letters 0.40 SHB Receive and review correspondence from Isidro Garcia re: whistleblower 0.70 MDC matters. Review firefighter bill of rights. Send response to Garcia. 0.60 JFK telephone call with Tennielle DeCoste, Danielle Goodrich re: pension matters 0.30 SMS Research on Excess Benefits. 1.00 01/04/2023 MDC review correspondence on FD/Cline matter 0.30 SHB Receive and begin review of Monteith IA documents. 0.90 01/05/2023 SMS Research on excess benefits information and IRS regulations. 1.00 01/06/2023 MDC review correspondence re: Cline, follow up with Shana Bridgeman on Monteith 0.40 SHB Review various correspondence and backup documents; follow up correspondence to Garcia re: additional information needed to conduct investigation into Cline allegations. 0.40 01/09/2023 SHB Complete review of Monteith IA and discipline documents and follow up with - Dugger. 1.10 01/10/2023 SMS Calls to discuss Excess Benefits and additional research based on calls with staff 1.30 01/11/2023 MDC review email correspondence on status of Monteith and Cline matters 0.40 SHB Receive and review correspondence from Bruder re: CLine access to the City system; follow up with Bruder. 0.20 01/12/2023 SHB Discuss Fire Department discipline matters with MDC. Discuss Cline matters with Bruder. 0.70 MDC review materials, call with Shana Bridgeman on Cline 0.40 JFK Conference with Dan Dugger, Kathryn Matos, Tennille DeCoste re: General Employees Pension Board matters; 0.50 01/13/2023 JFK correspondence with Bonnie Jensen re: pension matters; prepare ordinance for amendment of the Employees' Pension Plan; 2.20 MDC confer with Julie Klahr on pension matters; review correspondence on Montieth pre -determination hearing 0.30 Page 1 44 CITY OF BOYNTON BEACH LABOR - General 01/17/2023 MDC confer with Julie Klahr on pension matters JFK correspondence & telephone call with Tennille DeCoste re: pension matters; SHB Receive and review memo from Bruder re: Cline maters; follow up re: department policy for following direct orders. 01/20/2023 SHB Send correspondence re: Cline claims to Ignoffo and Decoste for risk tracking. Page: 2 02/02/2023 ACCOUNT NO: 306-0603180 STATEMENT NO: 45880 HOURS 0.30 0.50 0.10 0.10 01/23/2023 MDC review correspondence on Cline QEM Telephone call from Ms. Pinto re: secondary employment approval issue; review of matter; discuss matter with Mr. Cirullo. 01/24/2023 MDC review materials re: Cline; attend conference call on Cline QEM Discuss labor issue with Mr. Cirullo and Ms. Pinto. SHB Follow up with Swanson re: documents needed for meeting. Review various correspondence re: cline. Review just cause analysis prepared by Chief. Meeting re: Cline complaint and investigation matters. 01/25/2023 SHB Coordinate meeting re: Cline matters. JFK conference with Tennille DeCoste employee unions re: amendments to Employees' Pension Plan; 01/26/2023 MDC confer with Quentin Morgan on review of employment contract matters 01/30/2023 MDC review correspondence on Cline review, call with HR director FOR CURRENT SERVICES RENDERED TIMEKEEPER Michael D. Cirullo Klahr/Julie F. Sean M. Swartz Quentin E. Morgan Shana H. Bridgeman Color photocopies Photocopies TOTAL CURRENT WORK BALANCE DUE RECAPITULATION HOURS HOUR LY_RATE --- 4.20 $225.00 3.90 207.69 3.30 225.00 1.70 225.00 5.90 225.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE 0.20 1.10 0.90 0.60 1.70 0.10 0.40 0.30 0.30 19.00 4,207.50 TOTAL_ $945.00 810.00 742.50 382.50 1,327.50 4,207.50 $4,207.50 Page 200 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Red Light Cameras Oy ACCOUNT NO STATEMENT NO HOURS 01/03/2023 SHB Various correspondence with Patricia and PH re: revised NOI forms and NOI procedures; update form to add PH's information. 0.50 PE Communicated with PD regarding returned mail. Sent 14 notices to SHB for approval. 1.00 01/04/2023 MDC review status of pending cases, confer with Paul Hernandez on process 0.30 PBH Discuss red light camera procedures with MDC. Spoke with Police clerk website. Department regarding future hearings. 0.50 01/09/2023 PBH 'Reviewed pending NOls. Drafted email with revisions to pending NOls. 1.00 PE Made correction to notices. Updated calendar updated tracking Iog.Sent to Reviewed NOls 1.00 PBH for approval. 5.00 01/10/2023 PE Converted notices to PDF/A. Sent prose notices to the printer for mailing. 01/25/2023 PBH E -filed notices on the portal. 4.60 PBH Reviewed amendments to NOls. Discussed notices of change of legal counsel. 1.30 01/11/2023 MDC review emails on NOls and confer with Paul Hernandez 0.40 PBH Reviewed additional amendments to NOLs. Reviewed email thread regarding pending contractor matter. Reviewed notice of change of attorney form. 1.50 01/12/2023 PE Organized remaing notices for 2/14/2023 hearing. Looked up case on the clerk website. 2.20 01/1712023 MDC review status of pending NOls and filing with court 0.20 01/1812023 PBH Reviewed NOls 1.00 01/2412023 PBH Reviewed NOI's. Composed email regarding NOI review. 0.40 01/25/2023 PBH Reviewed changes to NOls. Composed response to assistant. 0.13 Page: 1 02/02/2023 306-0806020 45881 01/26/2023 MDC review email correspondence on potential new sites for cameras, confer with Shana Bridgeman; review subpoenas with Paul Hernandez 0.40 PBH Composed email to MDC regarding pending camera provider Broward County- permit matter. Discussed pending matter with MDC. 0.30 01/27/2023 SHB Review and update red light procedures. Telephone_ conference with PH re: RLC procedures, NOls, and subpoenas. 0.30 Page 201 of 744 CITY OF BOYNTON BEACH Red Light Cameras 01/3012023 ACCOUNT NO: STATEMENT NO: Photocopies TOTAL EXPENSES THRU 01/31/2023 TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 2 02/02/2023 306-0806020 45881 3,755.00 9.10 9.10 3,764.10 $3,764.10 Page 202 of 744 HOURS PBH Discussed pending nature of County Traffic request for Camera permitting with Captain Rivero. Discussed Subpoenas and NOls review with co -counsel. 0.30 PBH Discussed pending March 14 hearing subpoenas and NOls. 0.30 FOR CURRENT SERVICES RENDERED 21.63 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE _ TOTAL Michael D. Cirullo 1.30 $225.00 $292.50 Shana H. Bridgeman 0.80 225.00 180.00 Paul Hernandez 6.73 250.00 1,682.50 Patricia Eugene 12.80 125.00 1,600.00 Photocopies TOTAL EXPENSES THRU 01/31/2023 TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 2 02/02/2023 306-0806020 45881 3,755.00 9.10 9.10 3,764.10 $3,764.10 Page 202 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 02/02/2023 100 E. Ocean Avenue ACCOUNT NO: 306-9904950 Boynton Beach FL 33435 STATEMENT NO: 45883 Attn: Lynn Swanson Litigation Miscellaneous TOTAL CURRENT WORK 832.50 BALANCE DUE $832.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 203 of 744 HOURS 01/05/2023 MDC review status of various pending matters, including upcoming deadlines in misc litigation 0.50 01/06/2023 MDC continue reviewing status of pending litigation, misc phone calls 0.50 01/13/2023 MDC review status of pending litigation with Tenille Decoste and Richard Ignoffo on pending litigation 0.30 01/16/2023 MDC review materials on pending cases and coordinate adding Johnson Anselmo as special co -counsel on certain cases. 0.40 01/17/2023 MDC Telephone conference call with Bruce Johnson on coordinating defense of pending matters 0.20 01/18/2023 MDC review status of engaging Johnson Anselmo as co -counsel in pending - defense. matters; review files being delivered to Johnson Anselmo 0.60 01/30/2023 BJS Review correspondence and Notice of Hearing re: Mark Street, telephone call with ASA Blaze, review docket, case history, and draft reponse to ASA Blaze re: case disposition/Open Container with pending state law violations and new felonies 1.20 FOR CURRENT SERVICES RENDERED 3.70 832.50 RECAPITULATION TIMEKEEPER HOURS HO_URL_Y_RATE TOTAL Michael D. Cirullo 2.50 $225.00 $562.50 Brian J. Sherman 1.20 225.00 270.00 TOTAL CURRENT WORK 832.50 BALANCE DUE $832.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 203 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson AD) -r' Town Square Development ACCOUNT NO: STATEMENT NO: HOURS 01/02/2023 MDC Conference with Time Equity representatives, City Manager, and special counsel re: status of development agreement and 1/3/23 meeting preparation 1.00 01/03/2023 MDC review materials re: prepare for 1/3/23 meeting; misc follow up with Kathryn Rossmell, and related calls, on development agreement and other documents 0.90 01/04/2023 MDC review and respond to emails on status of Time Equity applications, provide information to staff 0.60 01/05/2023 MDC review emails on Development Agreement matters, conference with Kathryn Rossmell and Planning Staff 1.10 01/06/2023 MDC review information on utility reservation fees, utility capacity provision in Development Agreement; review draft text amendments; misc calls, prepare for and attend conference with Time Equity 1.90 01/09/2023 MDC review emails on status of items for 1/17/23 meeting, and draft ordinances 0.40 01/10/2023 MDC Telephone conference call with Kathryn Rossmell re: land exchange agreement and status of ordinances; review draft agreement and status of agenda materials for. 1/17/23 meeting 0.90 01/11/2023 MDC follow up with Kathryn Rossmell on Land Exchange Agreement and agenda materials 1.60 01/12/2023 MDC review emails and correspondence re: status of land exchange agreement 0.30 01/13/2023 MDC review correspondence on land exchange agreement, review latest draft and finalize agenda item for 1-17-23; confer with Kathryn Rossmell on status of Development Agreement matters; review and comment on draft ordinances related to proposed development 1.50 01/16/2023 . MDC review revised ordinances relating to project, review emails on status of development agreement 0.40 Page: 1 02/02/2023 306-9905263 45884 01/17/2023 MDC review correspondence on status ordinances and documents for project, review FDOT document re: Boynton Beach Boulevard improvements; review materials for Commission meeting, confer with Kathryn Rossmell, call with Time Equity counsel 1.10 Page 204 of 744 Page: 2 CITY OF BOYNTON BEACH 02/02/2023 ACCOUNT NO: 306-9905263 STATEMENT NO: 45884 Town Square Development 01/18/2023 MDC review emails on project, forward requested information to Kathryn Rossmell; misc follow up from Land Exchange Agreement; review schedule for approvals and status of development agreement; review proposed utility conditions of approval 01/19/2023 MDC review status of items for development agreement; review agenda for PDB meeting; review FDOT license agreement request (Boynton Beach Blvd) 01/20/2023 MDC call with Kathryn Rossmell to review status of development documents and schedule; review items to be reviewed by PDB 01/23/2023 MDC review correspondence on public relations; follow up on status of Land Exchange Agreement; review items being considered at 1/14 PDB meeting; confer with Sean Swartz on preparing for PDB meeting DJD Telephone conference with Kathryn Rossmell, Esq.; initial review of exchange agreement 01/24/2023 MDC review revised Developers Agreement, emails from staff on status of applications; misc telephone" calls on PDB matters, rescheduling meeting and revised timeline for applications; conference with staff and Kathryn Rossmell on status of project documents and applications SMS Zoom conference call to discuss outstanding items. 01/25/2023 MDC review correspondence on land -swap agreement, review latest draft Development Agreement, provide comments to Kathryn Rossmell, correspond with Time Equity team on Master Plan matters SMS Discussion, review, and correspondence related to Land Swap Agreement and legal description. 01/26/2023 MDC conference with Kathryn Rossmell and City staff on status of applications and reviews, update schedule and confirm notice requirements; review forms for published notice, review misc related email exchanges with applicant and City staff 01/27/2023 MDC review correspondence re: additional application materials; review status of published notice, including misc telephone calls with Lynn Swanson, review related emails 01/30/2023 MDC follow up on status of documents, review status of agenda items for 2/7/23 meeting; call with Lynn Swanson; review memorandum of lease; review revisions to Development Agreement; misc calls with Kathryn Rossmell; prepare for and attend conference with City staff and Time Equity on Development Agreement; prepare ordinances for approval of Development Agreement and text changes to LDCs. 01/31/2023 MDC misc calls with Kathryn Rossmell, review status of Development. Agreement and related agenda items; call with Adam Temple FOR CURRENT SERVICES RENDERED HOURS 1.20 0.50 0.90 1.30 1.80 1.80 1.00 1.20 0.30 2.50 1.20 4.10 1.30 30.80 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL D.J. Doody 1.80 $225.00 $405.00 Michael D. Cirullo 27.70 225.00 6,232.50 6,930.00 Page 205 of 744 Page: 3 CITY OF BOYNTON BEACH 02/02/2023 ACCOUNT NO: 306-9905263 STATEMENT NO: 45884 Town Square Development TIMEKEEPER Sean M. Swartz BALANCE DUE HOURS HOURLY RATE TOTAL 1.30 225.00 292.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE 6,930.00 $6,930.00 Page 206 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Mangrove Park - Lease from St. Mark's 01/27/2023 DJD Address status of exchange FOR CURRENT SERVICES RENDERED ACCOUNT NO: STATEMENT NO: RECAPITULATION TIMEKEEPER HOURS HOURLY RATE D.J. Doody 0.70 $225.00 TOTAL CURRENT WORK BALANCE DUE /AAc AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE HOURS 0.70 0.70 TOTAL $157.50 Page: 1 02/02/2023 306-9905412 45889 157.50 157.50 $157.50 Page 207 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF.BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson V. Goldberg, Howard (Risk Protection Order) ACCOUNT NO: STATEMENT NO: 01/18/2023 MDC review emails and confer with Shana Bridgeman on requests for early termination of RPO FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.20 $225.00 TOTAL CURRENT WORK BALANCE DUE AP /- AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905420 45890 HOURS 0.20 0.20 45.00 TOTAL $45.00 45.00 $45.00 Page 208 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Laurore, Iva and Renan (Code/Foreclosure) 01/04/2023 HN Review of email from tanya Guim re: receipt of monthly payment. FOR CURRENT SERVICES RENDERED TIMEKEEPER Heather Needelman TOTAL CURRENT WORK BALANCE DUE ACCOUNT NO: STATEMENT NO: RECAPITULATION HOURS HOURLY RATE 0.10 $225.00 AV)C AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE HOURS 0.10 0.10 TOTAL $22.50 Page: 1 02/02/2023 306-9905432 45891 22.50 22.50 $22.50 Page 209 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue ACCOUNT NO Boynton Beach FL 33435 STATEMENT NO Attn: Lynn Swanson v. Ho, Benjamin and Karen (Code/Foreclosure) .[oil]Z 01/06/2023 HN Review of court's order. Email to MDC. Review and edits of motion to strike and deny motion to supplement record. 0.50 01/09/2023 HN Drafted response to Appellants Motion to Supplement record. Email to MDC with draft. 0.50 MDC review and revise response -to motion to supplement the record at 4th DCA 0.30 01/19/2023 HN Review of court order denying Appellants' Motion to Supplement Record. 0.10 FOR CURRENT SERVICES RENDERED 1.40 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Michael D. Cirullo 0.30 $225.00 $67.50 Heather Needelman 1.10 225.00 247.50 Photocopies TOTAL CURRENT WORK BALANCE DUE AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905433 45892 315.00 315.00 $315.00 Page 210 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue ACCOUNT NO Boynton Beach FL 33435 STATEMENT NO Attn: Lynn Swanson v. JKM BTS Capital, LLC (Declaratory Action) TOTAL CURRENT WORK BALANCE DUE AGJC. AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905525 45897 472.50 $472.50 Page 211 of 744 HOURS 01/03/2023 MDC review emails and materials re: preparing for 1/3/23 meeting; confer with Tom Baird 0.90 -01/04/2023 MDC follow up on settlement agreement approval, execution of documents; confer with Tom Baird 0.50 01/06/2023 MDC review status of execution of settlement agreement by city, follow up on status of case 0.30 01/11/2023 MDC review status of JKM execution of settlement agreement 0.20 01/26/2023 MDC follow up with defense counsel on status of potential trial 0.20 FOR CURRENT SERVICES RENDERED 2.10 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Michael D. Cirullo 2.10 $225.00 $472.50 TOTAL CURRENT WORK BALANCE DUE AGJC. AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905525 45897 472.50 $472.50 Page 211 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 02/02/2023 100 E. Ocean Avenue ACCOUNT NO: 306-9905557 Boynton Beach FL 33435 STATEMENT NO: 45898 Attn: Lynn Swanson Colonial Estates, Inc./Boynton Beach Agreements HOURS 01/10/2023 SMS Correspondence related to finalization of Agreement. 0.30 01/18/2023 SMS Correspondence related to latest agreements. 0.20 FOR CURRENT SERVICES RENDERED 0.50 112.50 RECAPITULATION TIMEKEEPER HOURS HOURLY _RATE TOTAL Sean M. Swartz 0.50 $225.00 $112.50 TOTAL CURRENT WORK BALANCE DUE MAC - 112.50 $112.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 212 of 744 GOREN, CHEROF, DOODY & E2ROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Opioid Litigation ACCOUNT NO STATEMENT NO 01/06/2023 MDC review materials, attend meeting with Mayor, City Manager, Police and Fire Chiefs, Finance re: potential uses of settlement funds FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.50 $225.00 TOTAL CURRENT WORK BALANCE DUE 1hnC Page: 1 02/02/2023 306-9905587 45902 HOURS 0.50 0.50 112.50 TOTAL $112.50 112.50 $112.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 213 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson ARPA Legal Review ACCOUNT NO: STATEMENT NO: HOURS 01/10/2023 SMS Review of Arpa Agreements to prepare for meeting. 0.30 01/11/2023 MDC meet with Sean Swartz re: school district ARPA allocation agreements 0.40 SMS Calls and meeting to discuss School District Agreements, and review. 1.30 01/18/2023 SMS Correspondence related to ARPA agreements. 0.20 FOR CURRENT SERVICES RENDERED 2.20 RECAPITULATION TIMEKEEPER HOURS_ HOURLY RATE TOTAL Michael D. Cirullo 0.40 $225.00 $90.00 Sean M. Swartz 1.80 225.00 405.00 TOTAL CURRENT WORK BALANCE DUE Ah L AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905603 45904 495.00 495.00 $495.00 Page 214 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson v. Solimando, Mark Burke (RPO) ACCOUNT NO STATEMENT NO 01/18/2023 SHB Receive and review notice from Clerk of Court re: expiration of RPO. 01/25/2023 SHB Correspondence with Villari re: not extending RPO. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Shana H. Bridgeman 0.20 $225.00 BALANCE DUE / np- AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905613 45906 HOURS 0.10 0.10 0.20 45.00 TOTAL $45.00 45.00 $45.00 Page 215 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. VGH Association, Inc. (Nelson, Meltem E.) ACCOUNT NO: STATEMENT NO: 01/10/2023 HN Review of status of case and close out memo. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER_ HOURS HOURLY RATE Heather Needelman 0.20 $225.00 TOTAL CURRENT WORK BALANCE DUE 4Q -- HOURS 0.20 0.20 TOTAL $45.00 Page: 1 02/02/2023 306-9905618 45907 45.00 45.00 $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 216 of 744 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Indoor Training Facility (PPP) 01/19/2023 01/2412023 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 SMS Review redline to Angels Agreement for Practice Facility. SMS Prepare for, and Meeting to discuss revisions to Agreement. FOR CURRENT SERVICES RENDERED ACCOUNT NO: STATEMENT NO: RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Sean M. Swartz 1.50 $225.00 TOTAL CURRENT WORK BALANCE DUE AAL AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905631 45908 HOURS _0.50 1.00 1.50 337.50 TOTAL $337.50 337.50 $337.50 Page 217 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson Land Acquistion/Title ACCOUNT NO: STATEMENT NO: 01/25/2023 SMS Call with attorney's office for 1120/40 NE 7th St.; Correspondence and review related to 1120/40 NE 7th St. for payment of taxes. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY___RATE Sean M. Swartz 0.50 $225.00 TOTAL CURRENT WORK BALANCE DUE Anc Page: 1 02/02/2023 306-9905638 45909 HOURS 0.50 0.50 112.50 TOTAL $112.50 112.50 $112.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 218 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. HSBC Bank (Telamore, Jacqueline) ACCOUNT NO: STATEMENT NO: 01/11/2023 HN Review of status and review of pleadings filed today. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER _HOURS HOURLY RATE Heather Needelman 0.30 $225.00 TOTAL CURRENT WORK BALANCE DUE AnL AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE HOURS 0.30 0.30 TOTAL $67.50 - Page: 1 02/02/2023 306-9905646 45910 67.50 67.50 $67.50 Page 219 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys. at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Sohn, Mark (Termination Grievance) ACCOUNT NO: STATEMENT NO: 01/03/2023 MDC review emails on retaining expert, status of location for arbitration 01/11/2023 MDC review email correspondence. regarding scheduling of arbitration and logistics of the hearing 01/27/2023 MDC review emails from arbitration counsel and related review for information FOR -CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS HOURLY RATE Michael D. Cirullo 0.90 $225.00 TOTAL CURRENT WORK BALANCE DUE AoC AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905647 45911 HOURS 0.20 0.30 0.40 0.90 202.50 TOTAL $202.50 202.50 $202.50 Page 220 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E.- Ocean Avenue . ACCOUNT NO Boynton Beach FL 33435 STATEMENT NO Attn: Lynn Swanson adv. FDOT - Parcel 117 HOURS 01/04/2023 KLE Email from and to Andrew Mack 0.30 01/05/2023 KLE Prepare for and attend conference call with Andrew Mack and Sean M. Swartz; email to Jesse Vance; telephone conference with Claudia Vance; 0.80 01/06/2023 KLE Review email proposal from Vance and forward to Andrew Mack, conference with Sean Swartz re: Lease with CDC, review lease revisions 0.90 01/11/2023 KLE Review issued/served summons and petition 0.40 KLE Emails from and to Vance and Andrew Mack re: appraisal 0.20 01/30/2023 KLE Review email from Andrew Mack, email to Andrew Mack 0.30 FOR CURRENT SERVICES RENDERED 2.90 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Kerry L. Ezrol 2.90 $225.00 $652.50 TOTAL CURRENT WORK BALANCE DUE A C AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905648 45912 652.50 $652.50 Page 221 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 02/02/2023 100 E. Ocean Avenue ACCOUNT NO: 306-9905654 Boynton Beach FL 33435 STATEMENT NO: 45913 Attn: Lynn Swanson adv. E21- Real Estate Solutions, LLC (Amended Complaint) AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 222 of 744 HOURS 01/18/2023 MDC review status of case, motion.to dismiss and correspond with defense counsel 0.50 01/19/2023 MDC review status of litigation, sanctions motion 0.30 01/20/2023 MDC review motion to dismiss, misc calls on status of case 0.40 01/23/2023 MDC follow up with defense counsel on motion for sanctions, status of hearings on pending motions 0.30 FOR CURRENT SERVICES RENDERED 1.50 337.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE ^- TOTAL Michael D. Cirullo 1.50 $225.00 $337.50 TOTAL CURRENT WORK 337.50 BALANCE DUE $337.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 222 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100-E. Ocean Avenue .Boynton Beach FL 33435 Attn: Lynn Swanson Sale to Nicholas P. Malinsoky - SE 21st Avenue, Boynton Beach, FL.33435 ACCOUNT NO: STATEMENT NO: 01/31/2023 SK Drafting Seller docs FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER_ HOURS HOURLY RATE Sabrina Kalil 1.00 $125.00 TOTAL CURRENT WORK BALANCE DUE HOURS 1.00 1.00 TOTAL $125.00 Page: 1 02/02/2023 306-9905658 45915 1 Zb.UU 125.00 $125.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 223 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. TD Bank, N.A. (Jacqueline Farber) (Jen n ifer Berkman)(Estate of Jeanne Go) ACCOUNT NO STATEMENT NO 01/24/2023 HN Review of email from Attorney Jason Searl to Tanya Guim. 01/25/2023 HN Review of file and drafted answer and affirmative defenses. Email to plaintiffs counsel. Discussion with MDC. FOR CURRENT SERVICES RENDERED RECAPITULATION TIMEKEEPER HOURS_ HOURLY RATE Heather Needelman 1.10 $225.00 TOTAL CURRENT WORK BALANCE DUE 10 Page: 1 02/02/2023 306-9905661 45916 HOURS 0.10 1.00 1.10 247.50 TOTAL $247.50 247.50 $247.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 224 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue Boynton Beach FL 33435 Attn: Lynn Swanson adv. Mendes, Claudy (Return of Property) ACCOUNT NO: STATEMENT NO: 01%12/2023 BJS Draft follow up correspondence re: Return of Property and telephone call with Glenn Mitchell FOR CURRENT SERVICES RENDERED TIMEKEEPER Brian J. Sherman TOTAL CURRENT WORK BALANCE DUE RECAPITULATION HOURS HOURLY RATE 0.60 $225.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE 11 HOURS Page: 1 02/02/2023 306-9905668 45950 0.60 0.60 135.00 TOTAL $135.00 135.00 $135.00 Page 225 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue ACCOUNT NO: Boynton Beach FL 33435 STATEMENT NO: Attn: Lynn Swanson State v. Joseph Galliani (Return of Property) HOURS 01/17/2023 BJS Review correspondence from Dan Cline, legal research re Return of Firearm, review Motion to Return Firearm, and draft response to Patrick McKamey, Esq re: Agreed Order and FDLE background check requirements, and follow up with the Law Office of Patrick McKamey. 0.70 01/18/2023 BJS Telephone calls with Dna Cline, legal research re: Return of Firearm, follow up with FLDE and Federal Regulations, telephone calls with counsel for Joseph Galliani re: Settlement and disposition without a heairng 2.30 01/19/2023 BJS Confirm background check completion with Dan Cline and transmit approval to Lisa Viscome 0.30 FOR CURRENT SERVICES RENDERED 3.30 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL Brian J. Sherman 3.30 $225.00 $742.50 TOTAL CURRENT WORK BALANCE DUE /alt Page: 1 02/02/2023 306-9905672 45918 742.50 742.50 $742.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 226 of 744 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 CITY OF BOYNTON BEACH 100 E. Ocean Avenue ACCOUNT NO: Boynton Beach FL 33435 STATEMENT NO: Attn: Lynn Swanson Exchange of Real Property HOURS 01/24/2023 SK Reviewing Agreement, drafting checklist and critical dates 0.40 DJD Review Agreement relative to time elements 0.60 01/25/2023 SK Working on agreement/ ordering title 0.80 DJD Initiate due diligence efforts; telephone conference with Mark Lynn, Esq. 2.30 01/26/2023 SK Received executed agreement, working through items needed for exchange, requesting updated survey. 1.00 DJD Address status of title and survey; review License Agreement 1.30 01/30/2023 DJD Review legal description; telephone conference with Kathryn Rossmell; review statutes 1.40 01/31/2023 SK Adding dates to calendar, reviewing appraisal, reviewing parcel 1 0.80 DJD Review legal description 0.60 FOR CURRENT SERVICES RENDERED 9.20 RECAPITULATION TIMEKEEPER_ HOURS HOURLY _RATE TOTAL D.J. Doody 6.20 $225.00 $1,395.00 Sabrina Kalil 3.00 125.00 375.00 TOTAL CURRENT WORK BALANCE DUE AID L AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page: 1 02/02/2023 306-9905673 45930 1,770.00 1,770.00 $1,770.00 Page 227 of 744 OLDS & STEPHENS, P.A. 312 Eleventh Street P. O. Box 4523 West Palm Beach, FL 33401 Invoice submitted to: Tennille DeCoste Human Resources and Risk Management 100 East Ocean Avenue Boynton Beach, FL 33435 February 03, 2023 In Reference To: Client/insured Claimant: Claim No.: Date/Loss: Invoice # 10224 Boynton Beach Smith TAXPAYER I.D. NO.: 65-0385869 Professional Services Page 228 of 744 Hrs/Rate Amount 1/3/2023 DS Review and preparation for drafting a portion of 2.70 675.00 Summary Judgment Motion 250.00/hr 1/4/2023 DS Continued reviewing and analyzing facts and 3.10 775.00 issues in preparation for drafting Summary 250.00/hr Judgment Motion DS Reviewed portions of Plaintiffs deposition 2.40 600.00 250.00/hr 1/5/2023 DS Reviewed case law involving K-9 searches for 3.80 950.00 drugs 250.00/hr DS Continued reviewing search and seizure case law 2.50 625.00 250.00/hr 1/6/2023 DS Reviewed criminal case depositions 3.60 900.00 250.00/hr Page 228 of 744 Tennille DeCoste Page 2 Hrs/Rate Amount 1/7/2023 DS Review and preparation for conference with client 2.90 725.00 re: case status and strategy 250.00/hr 1/9/2023 DS Conference with client to discuss case status and 1.80 450.00 strategy for summary judgment motion and trial, if 250.00/hr necessary DS Analyzed the claims brought against client 1.40 350.00 250.00/hr DS Worked on summary judgment motion issues 3.10 775.00 relating to client 250.00/hr 1/10/2023 DS Reviewed search and seizure and qualified 3.80 950.00 immunity case law 250.00/hr 1/11/2023 DS Reviewed portions of Plaintiffs and officers' 3.70 925.00 depositions 250.00/hr 1/12/2023 DS Researched and reviewed case law on Fourth 4.30 1,075.00 Amendment claim 250.00/hr 1/13/2023 DS Reviewed Qualified Immunity case law 3.60 900.00 250.00/hr 1/17/2023 DS Reviewed file for identifying material facts and 4.50 1,125.00 evidence relative to claims against client 250.00/hr 1/19/2023 DS Reviewed portions of criminal depositions and 1.60 400.00 portions of Plaintiffs deposition 250.00/hr DS Reviewed Fourth Amendment Search and Seizure 2.70 675.00 case law 250.00/hr 1/20/2023 DS Reviewed evidence and drafted declaration for 3.80 950.00 client's review 250.00/hr 1/23/2023 DS Researched and reviewed Section 1983 Malicious 4.20 1,050.00 Prosecution claim case law 250.00/hr Page 229 of 744 Tennille DeCoste 1/24/2023 DS Reviewed and analyzed Joint Statement of Materials Facts as proposed DS Reviewed Qualified Immunity case law 1/25/2023 DS Reviewed and analyzed summary judgment motion and Joint Statement of Material Facts DS Continued analyzing Proposed Summary Judgment Motion 1/26/2023 DS Reviewed client's Declaration 1/27/2023 DS Reviewed unsworn Declaration of Shawn James DS Reviewed final draft of reviewed Motion for Summary Judgment DS Reviewed latest draft of Joint Statement of material Facts and checked quoted evidence For professional services rendered Previous balance 1/30/2023 Payment - thank you. Check No. #10210 1/31/2023 Payment - thank you. Check No. #10203 Total payments and adjustments H rs/Rate 0.80 250.00/hr 3.60 250.00/hr 2.40 250.00/hr 0.30 250.00/hr 0.20 250.00/hr 0.40 250.00/hr 1.00 250.00/hr 0.80 250.00/hr Page 3 Amount 200.00 '11 11 • 11 11 75.00 50.00 100.00 250.00 r 11 11 .p I /,e-UU.VV $11,575.00 ($3,600.00) ($7,975.00) ($11,575.00) Balance due $17,250.00 Page 230 of 744 Tennille DeCoste User Summary Name Hours DON STEPHENS 69.00 Page Rate Amount 250.00 $17,250.00 Page 231 of 744 J O N E S F O S T E R P.O. Box 3475 West Palm Beach, FL 33402-3475 505 South Flagler Drive, Suite 1100 West Palm Beach, FL 33401 561 659 3000 T jonesfoster.com City of Boynton Beach c/o Michael D. Cirullo, Jr. 100 E Ocean Ave Boynton Beach, FL 33435 City of Boynton Beach v. JKM BTS Capital LLC REM I T T A N C E Tax I.D. 59-1292566 January 31, 2023 Invoice No. 265491 File No. 29049.00002 TJB COPY TOTALS FOR THIS STATEMENT RATE/HR. HOURS AMOUNT THOMAS J. BAIRD 350.00 9.50 $3,325.00 JOANNE M. OCONNOR 350.00 1.40 $490.00 TOTAL FEES THIS INVOICE $3,815.00 TOTAL COSTS ADVANCED THIS INVOICE $8.10 TOTAL CHARGES THIS INVOICE $3,823.10 PREVIOUS BALANCE $0.00 TOTAL ACCOUNT BALANCE $3,823.10 PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE. PAYMENTS RECEIVED AFTER THE PREPARATION OF THIS INVOICE WILL NOT BE REFLECTED. IF AN UNPAID PRIOR BALANCE IS DISPLAYED ABOVE AND YOU HAVE RECENTLY REMITTED PAYMENT, PLEASE PAY ONLY THE CURRENT INVOICE CHARGES. 111:I_1011:�'Nl�l DUE UPON RECEIPT Page 232 of 744 J O N E S F O S T E R P.O. Box 3475 West Palm Beach, FL 33402-3475 505 South Flagler Drive, Suite 1100 West Palm Beach, FL 33401 Tax I.D. 59-1292566 561 659 3000 T jonesfoster.com January 31, 2023 City of Boynton Beach Invoice No. 265491 c/o Michael D. Cirullo, Jr. File No. 29049.00002 TJB 100 E Ocean Ave Boynton Beach, FL 33435 City of Boynton Beach v. JKM BTS Capital LLC TOTALS FOR THIS STATEMENT RATE/HR. HOURS AMOUNT THOMAS J. BAIRD 350.00 9.50 $3,325.00 JOANNE M. OCONNOR 350.00 1.40 $490.00 TOTAL FEES THIS INVOICE $3,815.00 TOTAL COSTS ADVANCED THIS INVOICE $8.10 TOTAL CHARGES THIS INVOICE $3,823.10 PREVIOUS BALANCE $0.00 TOTAL ACCOUNT BALANCE $3,823.10 Page 233 of 744 J O N E S F O S T E R City of Boynton Beach January 31, 2023 City of Boynton Beach v. JKM BTS Capital LLC Invoice No. 265491 File No. 29049.00002 Page 2 FOR PROFESSIONAL SERVICES RENDERED: DATE INDV DESCRIPTION OF SERVICES HOURS AMOUNT 01/02/23 JMO REVIEW AND REVISE T BAIRD SUMMARY OF 0.20 70.00 SETTLEMENT AGREEMENT 01/02/23 JMO TEL CALL T BAIRD REGARDING SETTLEMENT 0.20 70.00 STATUS; TEL CALL K MARKOW 01/03/23 TJB TRAVEL TO AND FROM AND ATTEND COMMISSION 5.00 1,750.00 MEETING 01/03/23 TJB MAKE REVISIONS TO THE OUTLINE FOR THE 3.50 1,225.00 PRESENTATION OF THE SETTLEMENT AGREEMENT TO THE COMMISSION AND PUBLIC; EXCHANGE EMAIL CORRESPONDENCE WITH CITY ATTORNEY CIRULLO (4XS); RECEIVE AND REVIEW DRAFT PRESENTATION ON THE SA FOR DEVELOPMENT AGREEMENT WITH TIME EQUITIES; PROVIDE ATTORNEY ROSSMELL COMMENTS ON HER DRAFT PRESENTATION 01/09/23 JMO TELEPHONE CONFERENCE T BAIRD REGARDING 0.20 70.00 COMMISSION MEETING APPROVING SETTLEMENT, NEXT STEPS 01/09/23 JMO REVIEW EXECUTED SETTLEMENT AGREEMENT; 0.20 70.00 EMAIL JKM COUNSEL REGARDING EXECUTION AND MOTION REMOVE CASE FROM TRIAL DOCKET 01/09/23 TJB TELEPHONE CONFERENCE WITH J. O'CONNOR 0.20 70.00 REGARDING EXECUTED SETTLEMENT AGREEMENT; ATTENTION TO PROVIDING THE EXECUTED SA TO JKM'S ATTORNEYS 01/10/23 JMO TEL CONFERENCE K ROSSMELL REGARDING 0.10 35.00 DEVELOPMENT AGREEMENT PROGRESS 01/11/23 JMO EMAIL MARKOW AND STEMPLER REGARDING 0.10 35.00 STATUS OF EXECUTED SETTLEMENT AGREEMENT 01/11/23 TJB EXCHANGE EMAIL CORRESPONDENCE WITH CITY 0.20 70.00 ATTORNEY REGARDING JKM'S EXECUTION OF THE SETTLEMENT AGREEMENT (2XS) 01/12/23 JMO TEL CONFERENCE K MARKOW REGARDING 0.20 70.00 EXECUTED SETTLEMENT AGREEMENT 01/12/23 TJB RECEIVE AND REVIEW EMAIL CORRESPONDENCE 0.10 35.00 FROM ATTORNEY MARKOW REGARDING SIGNATURES TO THE SA FROM THE JKM PARTIES Page 234 of 744 J O N E S F O S T E R City of Boynton Beach City of Boynton Beach v. JKM BTS Capital LLC 01/17/23 JMO COMPILE FINAL EXECUTED SETTLEMENT AGREEMENT AND CIRCULATE TO OPPOSING COUNSEL AND CLIENT 01/17/23 TJB RECEIVE AND REVIEW EMAIL CORRESPONDENCE FROM CITY ATTORNEY CIRCULLO & J. O'CONNOR REGARDING EXECUTED SA; ATTENTION TO THE CIRCULATION OF THE EXECUTED SETTLEMENT AGREEMENT 01/26/23 TJB EXCHANGE EMAIL CORRESPONDENCE WITH CITY ATTORNEY CIRULLO REGARDING STATUS OF TRIAL (2) TOTAL HOURS COSTS ADVANCED DATE 01/11/23 CONFERENCE CALLS 95 January 31, 2023 Invoice No. 265491 File No. 29049.00002 Page 3 �>f►zi�Lli4If 0.20 70.00 10.90 AMOUNT 8.10 TOTAL COSTS ADVANCED $8.10 Page 235 of 744 Marrero & Wydler Douglas Centre, PH -4 2600 Douglas Road Coral Gables, FL 33134 February 16, 2023 TAX I.D. 03-0486999 Telephone: Fax Claims/Human Resources and Risk Manageme City of Boynton Beach 100 E. Ocean Avenue Boynton Beaach, FL 33435 In Reference To: Smith, J. v. Shaun James, et al Our File No.: 39-7995 Professional Services Hours Amount 1/4/2023 LW Rec and rev e-mail from Ann Breeden re 0.20 $28.00 motion for summary judgment deadlines; rec and rev response from Scott Alexander 1/5/2023 LW Draft Shaun James declaration 0.50 $70.00 AFD Legal Research re traffic stops/dog; 2.20 $264.00 searches/drug planting specifically at summary judgment/any burdens on plaintiffs LW Rec and rev e-mail from Scott Alexander re 0.20 $28.00 Berben declaration LW Draft response e-mail to Scott Alexander re 0.10 $14.00 timeline 1/6/2023 LW Rec and rev e-mail from Scott Alexander to 0.40 $56.00 defense team re joint motion for summary judgment; rec and rev response from Ann Breeden 1/9/2023 LW Draft (continued) Shaun James declaration 1.00 $140.00 LW Rec and rev e-mail from Scott Alexander with 0.20 $28.00 draft statement of facts 1/11/2023 LW Rec and rev e-mail from Ann Breeden re 0.10 $14.00 declarations 1/20/2023 LW Rec and rev e-mail from Don Stephens re 0.10 $14.00 joint motion for summary judgment/declaration LW Rec and rev e-mail from Don Stephens with 0.10 $14.00 draft of Herny declaration 1/22/2023 LW Rec and rev e-mail from Ann Breeden re joint 0.30 $42.00 motion for summary judgment/declarations; draft response 305-446-5528 305-446-0995 Invoice 4484 No. Amount $28.00 $70.00 $264.00 $28.00 $14.00 $56.00 $140.00 $28.00 $14.00 $14.00 $14.00 $42.00 Page 236 of 744 Claims/Human Resources and Risk Manageme Page 2 Hours Amount Amount 1/23/2023 LW Rec and rev e-mail exchange re motion for 0.40 $56.00 $56.00 extension of time on motion for summary judgment 1/24/2023 LW Rec and rev e-mail from Scott Alexander re 0.20 $28.00 $28.00 status of motion for summary judgment and statement of facts; rec and rev response from Ann Breeden re status LW Rec and rev e-mail from Scott Alexander re 0.30 $42.00 $42.00 motion to conventionally file body cam video; draft response LW Rec and rev e-mail from opposing counsel re 0.20 $28.00 $28.00 Plaintiffs motion for conventionally filing; draft response 1/25/2023 LW Rec and rev Defendants' unopposed motion 0.20 $28.00 $28.00 for conventional filing GL Review e-mail exchange between Scott 0.40 $30.00 $30.00 Alexander and Plaintiff re video footage of incident; review dash cam video in question and in support of potential motion for summary judgment LW Rec and rev e-mail exchange from defense 0.20 $28.00 $28.00 counsel re no objection to Plaintiff's motion to conventionally file LW Rec and rev e-mail from Ann Breeden re 0.30 $42.00 $42.00 status of motion for summary judgment; draft response LW Rec and rev e-mail from Ann Breeden with 0.20 $28.00 $28.00 attached motion for summary judgment draft and statement of facts LW Rec and rev e-mail exchange between 0.30 $42.00 $42.00 defense counsel re motion to exceed page limit 1/26/2023 LW Draft notice to strike 0.20 $28.00 $28.00 LW Tele conf with Shaun James 0.50 $70.00 $70.00 LW Review/revise declaration 1.80 $252.00 $252.00 LW Review file 1.00 $140.00 $140.00 LW Review/revise statement of facts 1.50 $210.00 $210.00 Page 237 of 744 Claims/Human Resources and Risk Manageme 1/26/2023 LW Draft e-mail to opposing counsel re motion to Balance due Timekeeper Summary Name Andrei F. Dambuleff Guertty Lopez Lourdes E. Wydler Hours Amount 0.30 $42.00 PLEASE MAKE CHECKS PAYABLE TO MARRERO & WYDLER 0.50 exceed page limit on motion for summary 0.20 judgment; rec and rev response LW Rec and rev e-mail exchange re motion for 0.10 summary judgment revisions/declarations 1/27/2023 LW Rec and rev order granting motion to exceed 1.50 page limit on motion for summary judgment LW Rec and rev Defendant Berben's notice of conventional filing LW Review/revise motion for summary judgment LW Prepare declaration exhibits LW Review/revise statement of facts LW Rec and rev e-mail exchange re motion for summary judgment and statement of facts For professional services rendered Previous balance Balance due Timekeeper Summary Name Andrei F. Dambuleff Guertty Lopez Lourdes E. Wydler Hours Amount 0.30 $42.00 PLEASE MAKE CHECKS PAYABLE TO MARRERO & WYDLER 0.50 $70.00 0.20 $28.00 0.20 $28.00 0.10 $14.00 0.70 $98.00 1.50 $210.00 0.80 $112.00 Page 3 Amount $42.00 $70.00 $28.00 $28.00 $14.00 $98.00 $210.00 $112.00 17.40 $2,366.00 $600.00 �1G�JV V.VV Hours Rate 2.20 120.00 0.40 75.00 14.80 140.00 Page 238 of 744 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach February 15, 2023 Attn: claims@bbfl.us Bill No. 71224 100 East Ocean Avenue Boynton Beach, FL 33435 CLIENT: City of Boynton Beach 032 MATTER: Geraci v. Zeller 19132 Adj: Tennille DeCoste BILL FOR FEES AND COSTS THROUGH 01/31/23 PROFESSIONAL SERVICES Date Services Attorney Hours 01/02/23 Preparation for upcoming special set hearing on Defendant LHR 0.90 Zeller's Motion to Dismiss Count IV of Plaintiffs' Complaint and to Strike Prayers for Punitive Damages and Attorney's Fees. 01/04/23 Attendance at hearing on Defendant Zeller's Motion to Dismiss LHR 0.80 Count IV of Plaintiffs' Complaint and to Strike Claim for Punitive Damages and Attorney's Fees before Judge Oftedal at the Palm Beach County Courthouse via Zoom 01/05/23 Preparation of proposed Order on Defendant Zeller's Motion to LHR 0.40 Dismiss Count IV of Plaintiffs' Complaint and to Strike Claim for Punitive Damages and Attorney's Fees pursuant to Court's ruling at hearing on the issue. 01/05/23 Correspondence to City Risk Manager Tennille DeCoste re: LHR 0.30 outcome of hearing on Zeller's Motion to Dismiss Count IV and to Strike Claims for Punitive Damages and Attorney's Fees. 01/05/23 Preparation of e-mail to Plaintiffs' counsel Eiss re: proposed LHR 0.20 Order on Defendant Zeller's Motion to Dismiss Count IV of Plaintiffs' Complaint and to Strike Claim for Punitive Damages and Attorney's Fees pursuant to Court's ruling at hearing on the issue. 01/05/23 Receipt and review of email response from Plaintiffs' counsel LHR 0.20 Eiss re: approval of proposed Order on Defendant Zeller's Motion to Dismiss Count IV of Plaintiffs' Complaint and to Strike Claim for Punitive Damages and Attorney's Fees pursuant to Court's ruling at hearing on the issue. 01/05/23 Correspondence to Judge Oftedal re: proposed Order on LHR 0.20 Defendant Zeller's Motion to Dismiss Count IV of Plaintiffs' Complaint and to Strike Claim for Punitive Damages and Attorney's Fees pursuant to Court's ruling at hearing on the issue. Page 239 of 744 Client: City of Boynton Beach Matter: 19132 - Geraci v. Zeller PROFESSIONAL SERVICES February 15, 2023 Page 2 Date Services Attorney 01/05/23 Review litigation file including pleadings, motions, items of SHP correspondence to date, file material to date, and other relevant materials to assess the necessity of and in advance of the preparation of the proposed Unopposed Motion for Extension of Case Management Deadlines. 01/06/23 Drafting of initial drafting of proposed Unopposed Motion for SHP Extension of Case Management Deadlines. 01/07/23 Drafting of initial drafting of proposed Agreed Order on the SHP Motion for Extension of case management deadlines. 01/08/23 Communicate/Other Counsel Preparation of email to Plaintiffs SHP counsel, Chuck Eiss, re: proposed Unopposed Motion for Extension of Case Management Deadlines and proposed Agreed Order. 01/09/23 Receipt and review of Court's executed Order on Defendant LHR Zeller's Motion to Dismiss Count IV of Plaintiffs Complaint. 01/09/23 Correspondence to City Risk Manager Tennille DeCoste re: LHR Court's executed Order on Defendant Zeller's Motion to Dismiss Count IV of Plaintiffs Complaint. 01/09/23 Communicate/Other Counsel Preparation of email to Plaintiffs SHP counsel, Chuck Eiss, re: follow up on proposed Unopposed Motion for Extension of Case Management Deadlines and proposed Agreed Order. 01/10/23 Communicate/Other Counsel Receipt and review of email from SHP Plaintiffs counsel, Chuck Eiss, re: disagreement with the proposed Unopposed Motion to Extend Case Management Deadlines. 01/11/23 Communicate/Other Counsel Preparation of email to Plaintiffs SHP counsel acknowledge his disagreement with the Unopposed Motion and proposed Agreed Order 01/12/23 Telephone conference with Plaintiffs counsel, Mr. Eiss, and Mr. SHP Eiss advising that although he previously advised he is not in agreement with the proposed Unopposed Motion to Extend Case Management Deadlines which we forwarded to his attention, he now wants to file a Motion to extend the deadline for discovery due to the upcoming deadline. 01/12/23 Receipt and review of proposed Motion to Extend Discovery SHP Deadlines and Agreed Order, prepared by and forwarded to our attention by Mr. Eiss. 01/13/23 Drafting of revise the Plaintiffs Agreed Order on the Motion for SHP Extension of discovery deadlines forwarded to us by Plaintiffs counsel in order to ensure the Motion adequately provides for the protection of defense interests Hours 0.60 1.10 0.90 0.30 0.20 0.20 0.30 0.30 0.30 0.20 X .M $ �R 01/13/23 Receipt and review of Plaintiffs' revised Agreed Motion to LHR 0.40 Extend the Fact & Expert Discovery Deadline. Page 240 of 744 Client: City of Boynton Beach February 15, 2023 Matter: 19132 - Geraci v. Zeller Page 3 PROFESSIONAL SERVICES Date Services Attorney Hours 01/14/23 Drafting of revise the proposed Motion to Extend Discovery SHP 0.30 Deadlines, prepared by Mr. Eiss in order to ensure full protection of client interests and that the extension of time to complete discovery applies equally to Defendant as it does to the Plaintiff. 01/18/23 Communicate/Other Counsel Preparation of email to Plaintiffs SHP 0.30 counsel, Ms. Eiss, providing our proposed revisions to Plaintiffs Unopposed Motion to Extend Discovery Deadlines. 01/18/23 Communicate/Other Counsel Preparation of email to Plaintiffs SHP 0.30 counsel, Mr. Eiss, answering Mr. Eiss' inquiries as to our suggested revisions to the proposed Unopposed Motion to Extend Discovery Deadlines which Plaintiff has prepared and which we revised in order to ensure full protection of defense interests. 01/18/23 Communicate/Other Counsel Receipt and review of email from SHP 0.30 Plaintiffs counsel, Mr. Eiss, requesting clarification as to the suggested proposed revisions to the Unopposed Motion to Extend Case Management Deadlines which was prepared by Plaintiffs counsel and which we edited in order to ensure full protection of defense interests. 01/20/23 Review litigation file including pleadings motion items of LHR 1.00 correpondence to date and file material to date in advance of drafting the Defendant's Answer and Defenses to the operative Complaint. 01/21/23 Drafting of initial drafting of the Answers and Defenses to the LHR 2.00 operative Complaint. 01/23/23 Communicate/Other Counsel Preparation of email to LHR 0.30 Defendant, Assistant Chief Matthew Zeller, re: proposed draft Answer and Defenses to Plaintiffs Complaint. 01/23/23 Communicate/Other Counsel Receipt and review of email from LHR 0.30 Defendant, Matthew Zeller, re: approval of proposed draft Answer and Defenses to Plaintiffs Complaint. 01/23/23 Communicate/Other Counsel Preparation of email to LHR 0.30 Defendant, Assistant Chief Matthew Zeller, re: advising we will proceed with timely filing of the Answer and Defenses to Plaintiffs Complaint on his behalf. 01/24/23 Communicate/Other Counsel Receipt and review of email from SHP 0.30 Claims Examiner, Karen Klein, re: inquiry if Defendant, Assistant Chief Matthew Zeller was on duty at the time of the subject incident. 01/24/23 Communicate/Other Counsel Preparation of email to Claims SHP 0.80 Examiner, Karen Klein, re: providing a detailed legal analysis as to our position that Assistant Chief Zeller was acting in the course and scope of his official duties as a police officer at the time of the subject incident, and Plaintiffs allegations that Assistant Chief Zeller was outside the course and scope of his official duties. Page 241 of 744 Client: City of Boynton Beach Matter: 19132 - Geraci v. Zeller PROFESSIONAL SERVICES Date Services 01/25/23 Communicate/Other Counsel Receipt and review of email from Tenille DeCoste, City of Boynton Beach, re: acknowledging the Answer and Defenses which we have filed on behalf of Defendant, Zeller. 01/27/23 Communicate/Other Counsel Preparation of email to Claims Representative, Tennille DeCoste, re: Answer and Defenses as to Plaintiffs Complaint. PROFESSIONAL SERVICES SUMMARY February 15, 2023 Page 4 Attorney Hours LHR 0.30 LHR 0.30 Code Name Hours Rate Amount LHR Lyman H. Reynolds, Jr., Partner 8.30 185.00 1,535.50 SHP Sara H. Ptachik, Associate 7.30 160.00 1,168.00 Total Professional Services 15.60 $2,703.50 DISBURSEMENTS Date Description Amount 01/04/23 Court Reporter #189136: Proceedings taken but not 95.00 transcribed before Judge Gillman. - Florida Court Reporting Total Disbursements $95.00 CURRENT BILL TOTAL AMOUNT DUE $ 2,798.50 Balance Forward: 521.50 Payments & Adjustments: -521.50 Total Due: $ 2,798.50 Page 242 of 744 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 71224 Bill Date: February 15, 2023 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 19132 Matter Name: Geraci v. Zeller Total Professional Services Total Disbursements CURRENT BILL TOTAL AMOUNT DUE Balance Forward: Payments & Adjustments: Total Due: Past Due Balance TOTAL AMOUNT DUE 2,703.50 95.00 $ 2,798.50 521.50 -521.50 $ 2,798.50 0.00 $2,798.50 Page 243 of 744 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach Attn: Richard Ignaffo 100 East Ocean Avenue Boynton Beach, FL 33435 CLIENT: City of Boynton Beach MATTER: Beecher v. Felix, Neossaint & City of Boynton Beach Tristar #21870336 BILL FOR FEES AND COSTS THROUGH 01/31/23 PROFESSIONAL SERVICES Date Services 01/01/23 Review litigation file including pleadings, motions, items of correspondence to date, discovery to date, and other relevant file material in order to analyze the viability and appropriateness of an Agreed Order on the Motion to Dismiss as authorized by City Attorney, Mr. Cirullo, in light of Plaintiff having filed a 768.28 notice with the Court and to avoid the necessity of proceeding to a hearing on the matter. 01/02/23 Receipt and review of e-mail from Plaintiffs counsel Levine to Co -Defendant's counsel Penalta re: requesting proposed Agreed Orders for consideration on Defendant Neossaint's Motion for Extension of Time to Respond to Complaint and Neossaint's Motion for Extension of Time to Respond to Plaintiffs Initial Discovery. 01/02/23 Receipt and review of e-mail from Plaintiffs counsel Levine re: hearing on City's Motion to Dismiss and Motion to Stay. 01/02/23 Preparation of email response to Plaintiffs counsel Levine re: hearing on City's Motion to Dismiss and Motion to Stay. 01/02/23 Drafting of initial drafting of proposed Agreed Order on the City's Motion to Dismiss in order to avoid the necessity of a hearing on the matter. 01/03/23 Communicate/Other Counsel Preparation of email to Plaintiffs counsel, Doug Harrison, re: proposed Agreed Order on the City's Motion to Dismiss. February 15, 2023 Bill No. 71225 032 22731 Attorney Hours LHR 0.60 LHR 0.20 LHR 0.20 LHR 0.20 SHP 0.70 SHP 01/04/23 Review litigation file including pleadings, motion, item of SHP correspondence to date and Plaintiff Amended Complaint in preparation for drafting Answer and Defenses to Amended Complaint. 01/04/23 Preparation of e-mail to Plaintiffs counsel re: proposed Agreed SHP Order on the City's Motion to Dismiss 0.30 1.00 0.30 Page 244 of 744 Client: City of Boynton Beach February 15, 2023 Matter: 22731 - Beecher v. Felix, Neossaint & City of Boynton Beach Page 2 PROFESSIONAL SERVICES Date Services Attorney Hours 01/05/23 Receipt and review of Plaintiffs Motion for Extension of Time LHR 0.40 for Service of Process on Defendant McCarthy. 01/05/23 Receipt and review of e-mail from Plaintiffs counsel Levine re: LHR 0.30 proposed Agreed Order on Plaintiffs Motion for Extension of Time for Service of Process on Defendant McCarthy, and review of same. 01/09/23 Receipt and review of e-mail from Plaintiffs counsel re: SHP 0.30 Agreement with the proposed Agreed Order on the Motion to Dismiss. 01/10/23 Receipt and review of e-mail from Plaintiffs counsel Levine re: LHR 0.40 proposed Motion for Extension of Time to Serve Defendant Felix and proposed Agreed Order on same, and review of same. 01/10/23 Preparation of email response to Plaintiffs counsel Levine re: LHR 0.20 no objection to proposed Motion for Extension of Time to Serve Defendant Felix and proposed Agreed Order on same. 01/10/23 Communicate/Other Counsel Receipt and review of email from SHP 0.30 Plaintiffs counsel, Glen B. Levine, re: agreement to proposed Agreed Order on the City's Motion to Dismiss. 01/11/23 Preparation of e-mail to Plaintiffs counsel advising our office SHP 0.30 will submit the proposed Agreed Order on the Motion to Dismiss to the Court. 01/12/23 Correspondence to Hon. Samantha Schosberg Feuer re: the SHP 0.30 proposed Agreed Order on the City's Motion to Dismiss 01/13/23 Receipt and review of Court's executed Order on Plaintiffs LHR 0.20 Motion for Extension of Time to Serve Defendant McCarthy. 01/16/23 Correspondence to Claims Rep. Diana Taylor re: Court's LHR 0.20 executed Order on Plaintiffs Motion for Extension of Time to Serve Defendant McCarthy. 01/17/23 Receipt and review of e-mail from Plaintiffs counsel Levine re: LHR 0.60 Plaintiffs proposed Motion for Leave to Amend with proposed Amended Complaint attached as Exhibit A thereto, and proposed Agreed Order on same, and review of same. 01/18/23 Receipt and review of Plaintiffs Motion for Leave to File LHR 0.40 Amended Complaint with proposed Amended Complaint attached thereto. 01/18/23 Correspondence to Claims Rep. Diana Taylor re: Plaintiffs LHR 0.20 Motion for Leave to File Amended Complaint. 01/18/23 Preparation of e-mail to Plaintiffs counsel Levine re: no LHR 0.20 objection to proposed Agreed Order on Plaintiffs proposed Motion for Leave to Amend Complaint. 01/19/23 Receipt and review of Court's executed Agreed Order on LHR 0.20 Defendant City's Motion to Dismiss Plaintiffs Complaint. Page 245 of 744 Client: City of Boynton Beach February 15, 2023 Matter: 22731 - Beecher v. Felix, Neossaint & City of Boynton Beach Page 3 PROFESSIONAL SERVICES Date Services Attorney Hours 01/19/23 Receipt and review of e-mail from Plaintiffs counsel Levine to LHR 0.20 Co -Defendant's counsel Penalta re: status of response on Plaintiffs proposed Motion for Leave to Amend and proposed Agreed Order. 01/20/23 Correspondence to Claims Rep. Diana Taylor re: Court's LHR 0.20 executed Agreed Order on Defendant City's Motion to Dismiss Plaintiffs Complaint. 01/23/23 Receipt and review of Plaintiffs Notice of Filing Affidavit of LHR 0.20 Non -Service on Defendant Felix. PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount LHR Lyman H. Reynolds, Jr., Partner 5.10 185.00 943.50 SHP Sara H. Ptachik, Associate 3.50 160.00 560.00 Total Professional Services 8.60 $1,503.50 CURRENT BILL TOTAL AMOUNT DUE $ 1,503.50 Balance Forward: 1,391.50 Payments & Adjustments: -1,391.50 Total Due: $ 1,503.50 Page 246 of 744 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 71225 Bill Date: February 15, 2023 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 22731 Matter Name: Beecher v. Felix, Neossaint & City of Boynton Beach Total Professional Services Total Disbursements CURRENT BILL TOTAL AMOUNT DUE Balance Forward: Payments & Adjustments: Total Due: Past Due Balance TOTAL AMOUNT DUE 1,503.50 $ M $ 1,503.50 1,391.50 -1,391.50 $ 1,503.50 WIN $1,503.50 Page 247 of 744 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach February 20, 2023 Attn: Tennille DeCoste Bill No. 71487 100 East Ocean Avenue Boynton Beach, FL 33435 CLIENT: City of Boynton Beach 032 MATTER: Smith (Joseph) v. Sohn et al. 22369 Claim # BILL FOR FEES AND COSTS THROUGH 01/31/23 PROFESSIONAL SERVICES Date Services Attorney Hours 01/04/23 Communicate/Other External correspondence to and from AGB 0.10 defense counsel regarding joint Motion for Summary Judgment 01/05/23 Receipt and review of Correspondence from Scott Alexander BLB 0.30 re: new case law. 01/05/23 Receipt and review of Correspondence from Don Stephens to BLB 0.10 Lourdes Wydler re: meeting with Sgt Herny. 01/05/23 Receipt and review of Correspondence from Lourdes Wydler to BLB 0.20 Scott Alexander re: timeline. 01/06/23 Review/Analyze deposition testimony of Plaintiff to determine AGB 3.10 pertinent testimony to cite in Statement of Material Facts and Motion for Summary Judgment (approximately 250 pages) 01/09/23 Receipt and review of Correspondence from Scott Alexander BLB 0.40 re: proposed Joint Motion for Summary Judgment. 01/09/23 Receipt and review of Correspondence from Scott Alexander BLB 0.40 re: draft Declariation for Berben. 01/09/23 Receipt and review of Correspondence from Scott Alexander BLB 0.30 re: new case, Baxter v. Roberts. 01/09/23 Receipt and review of Correspondence from Scott Alexander BLB 0.30 re: concise settlement. 01/11/23 Communicate/With Client correspondence to Mr. Sohn AGB 0.10 regarding Berben's draft declaration in support of Motion for Summary Judgment 01/11/23 Communicate/Other External correspondence to all defense AGB 0.10 counsel requesting declarations for use in Statement of Material Facts and Motion for Summary Judgment Page 248 of 744 Client: City of Boynton Beach February 20, 2023 Matter: 22369 - Smith (Joseph) v. Sohn et al. Page 2 PROFESSIONAL SERVICES Date Services Attorney Hours 01/11/23 Review/Analyze draft Joint Statement of Material Facts AGB 1.60 prepared by counsel for Officer Berben in preparation of drafting expert declaration, Officer Sohn's declaration, revisions to Joint Statement of Material Facts, and Joint Motion for Summary Judgment 01/17/23 Draft/Revise Declaration of Michael Pennington in support of AGB 1.10 Motion for Summary Judgment 01/17/23 Review/Analyze Officer Sohn's body worn camera footage from AGB 1.10 day of Plaintiffs arrest to determine necessary footage to identify in support of Motion for Summary Judgment 01/20/23 Receipt and review of Correspondence from Scott Alexander BLB 0.30 and Don Stephens re: deadline for Joint Motion for Summary judgment. 01/23/23 Receipt and review of Correspondence from Don Stephens to BLB 0.30 Scott Alexander re: draft Unsworn Declaration for Cory Herny. 01/23/23 Draft/Revise Declaration of Mark Sohn in support of Motion for AGB 1.60 Summary Judgment 01/23/23 Communicate/With Client correspondence to Mr. Sohn re: draft AGB 0.10 declarations of Officers Berben and Herny 01/23/23 Communicate/Other External correspondence to Mr. AGB 0.10 Pennington re: draft declaration in support of Motion for Summary Judgment 01/23/23 Review/Analyze Officer James' deposition testimony from AGB 1.10 criminal case in order to determine pertinent testimony to cite in Motion for Summary Judgment 01/23/23 Review/Analyze deposition testimony of Officer Sohn from AGB 0.90 criminal case in order to determine pertinent testimony to cite in Motion for Summary Judgment 01/23/23 Review/Analyze deposition testimony of Officer Herny from AGB 1.00 criminal case in order to determine pertinent testimony to cite in Motion for Summary Judgment 01/23/23 Review/Analyze CAD Incident Reports in order to determine AGB 0.50 pertinent testimony to cite in Motion for Summary Judgment 01/23/23 Review/Analyze draft declaration of Officer Herny in order to AGB 0.40 determine pertinent testimony to cite in Motion for Summary Judgment 01/23/23 Review/Analyze draft declaration of Officer Berben in order to AGB 0.40 determine pertinent testimony to cite in Motion for Summary Judgment 01/24/23 Draft/Revise Joint Statement of Material Facts in support of AGB 5.10 Motion for Summary Judgment 01/25/23 Receipt and review of Correspondence from Scott Alexander BLB 0.20 re: add qualified immunity to declaration. Page 249 of 744 Client: City of Boynton Beach February 20, 2023 Matter: 22369 - Smith (Joseph) v. Sohn et al. Page 3 PROFESSIONAL SERVICES Date Services Attorney Hours 01/25/23 Receipt and review of Correspondence from Scott Alexander to BLB 0.20 Don Stephens re: extension on deadlines or file Motion for Summary Judgment. 01/25/23 Receipt and review of Correspondence from Scott Alexander to BLB 0.30 Nicole Sauvol-Lamay re: Motion for Permission to File Body Cam Video. 01/25/23 Draft/Revise Joint Motion for Summary Judgment AGB 6.80 01/25/23 Receipt and review of Correspondence from nicole BLB 0.10 Sauvola-LaMay to Scott Alexander re: no objection to Motion for Permission to File Body Cam Video. 01/25/23 Receipt and review of Correspondence from Don Stephens re: BLB 0.20 status of Joint Motion for Summary Judgment. 01/25/23 Communicate/Other External correspondence to Ms. Lamay re: AGB 0.10 no objection to Motion to Conventionally File Body Camera Video 01/25/23 Communicate/Other External multiple correspondence with AGB 0.20 counsel for all Defendants re: Motion to Exceed Page Limits 01/25/23 Communicate/Other External multiple correspondence with all AGB 0.30 defense counsel re: Joint Motion for Summary Judgment 01/25/23 Communicate/With Client multiple correspondence with Mr. AGB 0.20 Sohn re: declaration in support of Joint Motion for Summary Judgment 01/25/23 Communicate/Other External correspondence to and from Mike SWK 0.20 Pennington re declaration in support of motion for summary judgment 01/26/23 Review/Analyze executed declaration of Mark Sohn in support AGB 0.10 of Motion for Summary Judgment 01/26/23 Receipt and review of Correspondence from Don Stephens re: BLB 0.30 unsworn declaration for Cory Herny. 01/26/23 Communicate/With Client correspondence to and from Mr. AGB 0.10 Sohn regarding executed declaration in support of Motion for Summary Judgment 01/27/23 Receipt and review of Defendant's Motion for Conventional BLB 0.30 Filing. 01/27/23 Receipt and review of Correspondence from Lourdes Wydler BLB 0.30 re: Unsworn Declaration of James 01/27/23 Review/Analyze executed declaration of Cory Herny in support AGB 0.30 of Joint Motion for Summary Judgment 01/27/23 Review/Analyze executed declaration of Andrew Berben in AGB 0.30 support of Joint Motion for Summary Judgment 01/27/23 Receipt and review of Court's Order on Defendant's Motion for BLB 0.10 Leave to File Excess Pages for Motion for Summary Judgment. 01/27/23 Receipt and review of Court's Order on Defendant's Motion for BLB 0.10 Leave to File Video Conventionally. Page 250 of 744 Client: City of Boynton Beach February 20, 2023 Matter: 22369 - Smith (Joseph) v. Sohn et al. Page 4 PROFESSIONAL SERVICES Date Services Attorney Hours 01/27/23 Review/Analyze executed declaration of Shaun James in AGB 0.30 01/06/23 support of Motion for Summary Judgment 01/27/23 Receipt and review of Berben's Motion for Leave to File BLB 0.30 Conventional Filing. 01/13/23 01/27/23 Communicate/Other External multiple correspondence with all AGB 0.60 01/20/23 defense counsel re: revisions to Statement of Material Facts Mortgage Services - Burke Process Service, Inc. and Motion for Summary Judgment, and approval for filing Total Disbursements 01/27/23 Draft/Revise additional revisions to Statement of Material Facts AGB 0.70 based on request of other defense counsel 01/27/23 Draft/Revise additional revisions to Motion for Summary AGB 1.60 Judgment based on request of other defense counsel and to comply with Judge Smith's order on page limit 01/30/23 Receipt and review of Joint Statement of Material Facts. BLB 0.20 01/30/23 Receipt and review of Berben's Notice of Filing Conventional BLB 0.10 Filing. PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount AGB Ann G. Breeden, Associate 30.00 160.00 4,800.00 BLB Benjamin L. Bedard, Partner 5.30 185.00 980.50 SWK Stephanie W. Kaufer, Partner 0.20 185.00 37.00 Total Professional Services 35.50 $5,817.50 DISBURSEMENTS Date Description 01/03/23 Subpoena Fees #BII-2022016307-Chachy's Auto Tinting - Burke Process Service, Inc. 01/06/23 Arbitrators/Mediators #160951;Joseph Smith vs. Shaun James et all Mediation - Matrix Mediation, LLC 01/13/23 Outside Printing Invoice for Joseph Smith. Req No., 4954030 - CVS/Pharmacy 01/13/23 Outside Printing Invoice for Joseph Smith. COR #: 754138 - Walgreen Company 01/20/23 Subpoena Fees #BII-2022016306-Avrus Financial & Mortgage Services - Burke Process Service, Inc. Total Disbursements Amount 45.00 600.00 6.50 7.77 90.00 $749.27 Page 251 of 744 Client: City of Boynton Beach Matter: 22369 - Smith (Joseph) v. Sohn et al. CURRENT BILL TOTAL AMOUNT DUE Balance Forward: Payments & Adjustments: Total Due: February 20, 2023 Page 5 $ 6,566.77 5,590.00 -5,590.00 $ 6,566.77 Page 252 of 744 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 71487 Bill Date: February 20, 2023 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 22369 Matter Name: Smith (Joseph) v. Sohn et al. Total Professional Services Total Disbursements CURRENT BILL TOTAL AMOUNT DUE Balance Forward: Payments & Adjustments: Total Due: Past Due Balance TOTAL AMOUNT DUE 5,817.50 749.27 $ 6,566.77 5,590.00 -5,590.00 $ 6,566.77 WIN $6,566.77 Page 253 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73979 / EBJ 00281 43044 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Michael Norwood vs. City of Boynton Beach FOR PROFESSIONAL SERVICES RENDERED: 01/30/2023 CJS Review correspondence from Mike Cirullo, Esq., regarding contact by 0.20 the Plaintiff s attorney addressing mediation and case management 01/30/2023 CJS Prepare correspondence to Mike Cirullo, Esq., regarding contact by the 0.20 Plaintiffs attorney addressing mediation and case management 01/30/2023 CJS Review correspondence from Joseph Bilotta, Esq., regarding potential 0.30 mediators and court order setting trial 01/30/2023 CJS Prepare correspondence to Joseph Bilotta, Esq., regarding Joe Nusbaum 0.20 a a mediator and mutual agreement to email Court regarding trial setting Total Professional Services: $202.50 Stearns, Chris J. 0.90 225.00 $202.50 DISBURSEMENTS 0113112023 Printing and Imaging Services 103.95 Total Expenses Advanced: $103.95 Summary: Total professional services $202.50 Total expenses incurred +$103.95 Total Amount Billed $306.45 Less Pre -Paid Applied $0.00 Page 254 of 744 Please Pay this Amount Invoice Number 73979 $306.45 Page 2 Page 255 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73978 / EBJ 00281 43041 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Jean Estella vs. City of Boynton Beach FOR PROFESSIONAL SERVICES RENDERED: 01/27/2023 CJS Prepare Notice of Additional Appearance 0.20 01/30/2023 CJS Review Complaint, Answer and all pleadings to date 4.30 01/31/2023 CJS Review all discovery conducted to date 4.50 01/31/2023 CJS Research regarding Florida Rules and case law related to suggestion of 2.00 death and substitution of party and timelines applicable 01/31/2023 CJS Draft and review City's Motion to Compel and supporting memorandum 2.00 of law 01/31/2023 CJS Draft and review Suggestion of Death 0.50 01/31/2023 CJS Online research regarding obtaining a death certificate of Plaintiff, Jean 0.50 Estella, and access to the probate records Total Professional Services: $3,150.00 Stearns, Chris J. 14.00 225.00 $3,150.00 DISBURSEMENTS 0113112023 Printing and Imaging Services 25.20 Total Expenses Advanced: $25.20 Summary: Total professional services Total expenses incurred $3,150.00 +$25.20 Page 256 of 744 Total Amount Billed Less Pre -Paid Applied Please Pay this Amount Invoice Number 73978 Page 2 $3,175.20 $0.00 $3,175.20 Page 257 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73977 / EBJ 00281 43034 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Jesusa Venegas vs. City of Boynton Beach FOR PROFESSIONAL SERVICES RENDERED: 01/20/2023 CJS Review correspondence from Frankie Hutchinson regarding corporate 0.20 representative of Lloyds and future discovery 01/20/2023 CJS Prepare correspondence to Frankie Hutchinson regarding corporate 0.20 representative of Lloyds and future discovery 01/20/2023 CJS Review second correspondence from Frankie Hutchinson regarding 0.20 corporate representative of Lloyds and future discovery 01/24/2023 CJS Review correspondence from Frankie Hutchinson regarding discovery 0.20 files and logistics 01/24/2023 CJS Prepare correspondence to Frankie Hutchinson regarding discovery files 0.20 and logistics 01/27/2023 CJS Prepare Notice of Additional Appearance 0.20 01/29/2023 CJS Review Complaint, Answer, and all pleadings 5.50 01/29/2023 CJS Research regarding Plaintiff s declaratory judgment action against the 2.50 City and potential motion for sanctions under Rule 57.105 01/30/2023 CJS Review deposition transcript of Valerie Venegas 0.50 01/30/2023 CJS Begin review of discovery conducted to date 3.50 Total Professional Services: $2,970.00 Stearns, Chris J. 13.20 225.00 $2,970.00 DISBURSEMENTS 0113112023 Printing and Imaging Services 41.30 Page 258 of 744 Summary: Invoice Number 73977 Total Expenses Advanced: Total professional services $2,970.00 Total expenses incurred +$41.30 Total Amount Billed $3,011.30 Less Pre -Paid Applied $0.00 Please Pay this Amount $3,011.30 Page 2 $41.30 Page 259 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73976 / EBJ 00281 43024 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Theresa Quigley vs. City of Boynton Beach (Tristar: 22876024) FOR PROFESSIONAL SERVICES RENDERED: 01/23/2023 CJS Receipt and review of deposition transcript of Plaintiff 2.30 01/24/2023 CJS Review correspondence from Diana Taylor regarding status and 0.20 responsibility of subject area 01/24/2023 CJS Prepare correspondence to Diana Taylor regarding status and 0.20 responsibility of subject area 01/24/2023 CJS Review correspondence from Richard Ignoffo regarding future handling 0.20 of claim 01/24/2023 CJS Prepare correspondence to Richard Ignoffo regarding future handling of 0.20 claim 01/24/2023 CJS Review all discovery exchanged between the parties 4.50 01/24/2023 CJS Telephone conference with Plaintiffs attorney, Jeffrey Kirby, Esq., 0.50 regarding demand that Plaintiff drop the claim against the City and admission by FDOT 01/24/2023 CJS Review complaint, answer and all pleadings filed to date 3.50 01/25/2023 CJS Prepare Notice of Appearance 0.20 01/25/2023 CJS Follow up telephone conference with Jeffrey Kirby, Esq., regarding 0.30 Plaintiffs claims against the City, ownership of the subject premises, and potential motion for summary judgment 01/25/2023 CJS Prepare correspondence to Jeffrey Kirby, Esq., regarding demand for 0.20 notice of voluntary dismissal 01/25/2023 CJS Review Plaintiff s notice of voluntary dismissal of the City 0.20 01/25/2023 CJS Prepare correspondence to clients regarding Plaintiffs notice of 0.20 voluntary dismissal of the City Page 260 of 744 01/25/2023 CJS 01/25/2023 CJS 01/25/2023 CJS 01/25/2023 CJS Invoice Number 73976 Page 2 Review correspondence from Mike Cirullo, Esq., regarding dismissal of Plaintiff s claims Review correspondence from Diana Taylor regarding dismissal of Plaintiff s claims Review correspondence from Richard Ignoffo regarding dismissal Prepare follow up correspondence to Richard Ignoffo regarding dismissal Total Professional Services: Stearns, Chris J. 13.50 225.00 DISBURSEMENTS 0113112023 Printing and Imaging Services Summary: Total Expenses Advanced: Total professional services $3,037.50 Total expenses incurred +$147.00 Total Amount Billed $3,184.50 Less Pre -Paid Applied $0.00 Please Pay this Amount $3,184.50 0.20 0.20 0.20 0.20 $3,037.50 $3,037.50 147.00 $147.00 Page 261 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73975 / EBJ 00281 43022 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Beverly Bozzacco vs. FDOT and City of Boynton Beach FOR PROFESSIONAL SERVICES RENDERED: 01/19/2023 EBJ Review and analyze Plaintiff s Complaint against the City and issues 1.00 presented 01/20/2023 EBJ Analyze documents provided by Risk Management including notice of 0.80 claim and prior correspondence with Plaintiff s attorney, analyze issues and discovery needed, prepare correspondence to City concerning same 01/20/2023 EBJ Review correspondence from Richard Ignoffo regarding lack of service 0.10 on City 01/20/2023 EBJ Review second correspondence from Richard Ignoffo regarding contact 0.20 with Plaintiff s counsel and exact location of incident 01/23/2023 EBJ Telephone conference with Richard Ignoffo concerning additional 0.30 information needed from Plaintiffs attorney; discuss claim 01/23/2023 EBJ Review City's administrative policy manual concerning sidewalk 0.60 replacement and/or repairs; review correspondence from client 01/23/2023 EBJ Prepare correspondence to Plaintiffs attorney concerning better 0.40 description of accident location as well as a request for documentation and photographs of area 01/23/2023 EBJ Prepare correspondence to Richard Ignoffo concerning discovery 0.30 submitted with Complaint obtained from Court file 01/23/2023 EBJ Initial review of allegations asserted by Plaintiff and extensive request 1.50 for production and interrogatories 01/23/2023 EBJ Review correspondence from Cindy Rogozin, Tristar, regarding future 0.30 proceedings 01/23/2023 EBJ Prepare correspondence to Cindy Rogozin, Tristar, regarding future 0.30 proceedings 01/23/2023 EBJ Finalize correspondence to claimant's attorney 0.20 Page 262 of 744 Invoice Number 73975 Page 2 01/23/2023 EBJ Review correspondence from City concerning TPA adjuster and 0.20 +$58.45 correspondence with insurance carrier $2,533.45 01/24/2023 EBJ Review correspondence from Tori Maxwell regarding status of claim 0.20 01/24/2023 EBJ Review correspondence from Richard Ignoffo with attached documents 1.30 exchanged with claimant's attorney including notice of intent to file suit, various correspondence, as well as analysis of City's policy manual for sidewalk replacement and/or repairs; analyze same 01/25/2023 EBJ Review correspondence from Richard Ignoffo regarding photographs of 0.20 subject accident location 01/25/2023 EBJ Review correspondence from from Plaintiffs attorney with photographs 0.60 of accident site, analyze photographs, provide same to client and request additional photographs of actual condition being complained of 01/25/2023 EBJ Review correspondence from Cindy Rogozin and prepare response 0.20 concerning records received from Plaintiffs attorney 01/25/2023 EBJ Multiple correspondences with Plaintiff s attorney concerning additional 0.80 records needed as well as analyze additional photographs showing accident site and injuries to Plaintiff, provide same to clients 01/30/2023 EBJ Review correspondence from Lynn Swanson with Summons, Complaint, 1.50 Interrogatories and Request for production, initial analyze of same and conference with client Total Professional Services: $2,475.00 Johnson, E. Bruce 11.00 225.00 $2,475.00 DISBURSEMENTS 0113112023 Printing and Imaging Services Summary: 58.45 Total Expenses Advanced: $58.45 Total professional services $2,475.00 Total expenses incurred +$58.45 Total Amount Billed $2,533.45 Less Pre -Paid Applied $0.00 Please Pay this Amount $2,533.45 Page 263 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73974 / EBJ 00281 43019 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Natalie Flake vs. City of Boynton Beach FOR PROFESSIONAL SERVICES RENDERED: 01/18/2023 EBJ Review multiple documents, pleadings, and correspondence concerning 2.30 lawsuit by Natalie Flake against City; analyze same 01/19/2023 CJS Review Complaints and Answers 1.50 01/19/2023 CJS Review all body camera footage of accident 2.00 01/20/2023 CJS Review Plaintiff s Motion in Limine/Daubert Motion as to Defendants' 1.50 expert, Dr. Zeide's testimony 01/20/2023 CJS Review file materials produced by City including pleadings and 5.00 discovery 01/23/2023 CJS Review correspondence from Frankie Hutchinson regarding motion in 0.20 limine 01/30/2023 CJS Review Re -Notice of Mediation 0.20 01/30/2023 CJS Review correspondence from Evonna Brown regarding zoom 0.20 instructions for attendance at mediation 01/31/2023 MCN Review file; including the investigation file, pleadings, parties' discovery 2.00 requests and responses 01/31/2023 MCN Prepare a witness identification / exhibit list identifying witnesses with 1.00 knowledge of Plaintiffs allegations and relevant documents 01/31/2023 CJS Draft the City's responses to Plaintiffs expert witness interrogatories and 1.50 pre-trial request for production Page 264 of 744 Invoice Number 73974 Page 2 Total Professional Services: $3,615.00 Stearns, Chris J. 12.10 225.00 $2,722.50 Johnson, E. Bruce 2.30 225.00 $517.50 Nunez, Michelle C. 3.00 125.00 $375.00 DISBURSEMENTS 0113112023 Printing and Imaging Services 434.35 Total Expenses Advanced: $434.35 Summary: Total professional services $3,615.00 Total expenses incurred +$434.35 Total Amount Billed $4,049.35 Less Pre -Paid Applied $0.00 Please Pay this Amount $4,049.35 Page 265 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73973 / EBJ 00281 43016 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Geico as Subrogee of Bruno Henrique Fernandes vs. City of Boynton Beach (claim no. ) FOR PROFESSIONAL SERVICES RENDERED: 01/17/2023 EBJ Review correspondence from Mike Cirullo, Esq., regarding new lawsuit, 2.00 including pleadings, complaint, cross-claim, affirmative defenses, analyze same as it relates to subrogation claim asserted by Geico and defense of release and lack of knowledge of Geico's settlement 01/17/2023 EBJ Research regarding requirements for insurer to retain subrogation right 2.50 which must be vested and procedure for Geico to obtain subrogation rights, as well as case law concerning insured's signing of Release for tortfeasor 01/21/2023 CJS Review Complaint, answer, cross-claim and all pleadings to date 3.00 01/24/2023 CJS Research regarding equitable subrogation cases and Geico's failure to 2.30 obtain a release for the benefit of the City as a defense 01/25/2023 CJS Research regarding Florida authorities addressing Plaintiffs equitable 3.00 subrogation claim and potential motion for summary judgment 01/25/2023 CJS Online review of docket regarding deadlines applicable to settlement 0.50 between City and tort feasor as well as notice provided by Geico to the City 01/26/2023 CJS Review correspondence from Frankie Hutchinson regarding City's file 0.20 materials 01/26/2023 CJS Prepare correspondence to Frankie Hutchinson regarding City's file 0.20 materials 01/27/2023 CJS Prepare Notice of Additional Appearance 0.20 Page 266 of 744 Invoice Number 73973 Page 2 Total Professional Services: Stearns, Chris J. 9.40 225.00 Johnson, E. Bruce 4.50 225.00 DISBURSEMENTS 0113112023 Printing and Imaging Services Summary: Total Expenses Advanced: Total professional services $3,127.50 Total expenses incurred +$18.90 Total Amount Billed $3,146.40 Less Pre -Paid Applied $0.00 Please Pay this Amount $3,146.40 $3,127.50 $2,115.00 $1,012.50 IT3 •1 $18.90 Page 267 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73972 / CJS 00281 43043 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: City of Boynton Beach vs. Carrington H. Morris, II (Claim # 22897313) FOR PROFESSIONAL SERVICES RENDERED: 01/27/2023 CJS Review correspondence from Diana Taylor regarding physical damage 0.50 claim and amount of ACV of police vehicle 01/27/2023 CJS Prepare correspondence to Diana Taylor regarding fiscal damage claim 0.20 and amount of ACV of police vehicle Total Professional Services: $157.50 Stearns, Chris J. 0.70 225.00 $157.50 DISBURSEMENTS 0113112023 Printing and Imaging Services 12.95 Total Expenses Advanced: $12.95 Summary: Total professional services $157.50 Total expenses incurred +$12.95 Total Amount Billed $170.45 Less Pre -Paid Applied $0.00 Please Pay this Amount $170.45 Page 268 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73971 / CJS 00281 43018 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Scott Reibman vs. City of Boynton Beach (Tristar claim no.: FOR PROFESSIONAL SERVICES RENDERED: 01/18/2023 EBJ Review and analyze Court file with CJS concerning Plaintiff s request to 0.50 vacate order dismissing case 01/18/2023 EBJ Review Complaint and documents submitted by Mike Cirullo concerning 1.50 settlement entered into with the City under false pretenses; initial research concerning same and preparation for conference with Mr. Cirullo 01/18/2023 EBJ Telephone conference with Mike Cirullo, Esq., regarding authority to 0.30 object to settlement and to appear in lawsuit 01/18/2023 EBJ Telephone conference with Richard Ignoffo, authorizing appearance in 0.30 lawsuit and objections to any settlement 01/18/2023 CJS Review correspondence from Michael Cirullo, Esq., regarding settlement 0.50 and issues with enforcement due to death of Plaintiff before settlement 01/18/2023 CJS Review all pleadings from Reibman v Boynton 1.50 01/18/2023 CJS Review City Attorney's file related to proceedings and settlement 3.00 01/18/2023 CJS Prepare correspondence to Plaintiffs attorney regarding settlement and 0.30 objection to reopening of court case 01/18/2023 CJS Research regarding Plaintiff s Motion to Vacate Order of Dismissal and 2.00 potential opposition 01/18/2023 CJS Draft and review City's Notice of Limited Appearance and Response in 3.00 Opposition to Plaintiff s Motion to Vacate Order of Dismissal and supporting memorandum of law 01/18/2023 CJS Review Notice of Conflict filed by Plaintiff s counsel 0.20 01/19/2023 CJS Telephone conference with Scott Merl, Esq., regarding status and 0.30 response in opposition to motion for relief from judgment Page 269 of 744 Invoice Number 73971 Page 2 01/19/2023 CJS Prepare correspondence to Scott Merl, Esq., regarding further proceedings 01/19/2023 CJS Review correspondence from Scott Merl, Esq., regarding all communications with Boynton Beach and, Gail Betesh, Esq., and Tri-Star 01/20/2023 CJS Telephone conference with Mike Cirullo, Esq., regarding status and contact by Plaintiff s attorney Total Professional Services: Stearns, Chris J. 12.60 225.00 Johnson, E. Bruce 2.60 225.00 DISBURSEMENTS 0113112023 Printing and Imaging Services Summary: 0.30 1.20 0.30 $3,420.00 $2,835.00 $585.00 10.15 Total Expenses Advanced: $10.15 Total professional services $3,420.00 Total expenses incurred +$10.15 Total Amount Billed $3,430.15 Less Pre -Paid Applied $0.00 Please Pay this Amount $3,430.15 Page 270 of 744 Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2455 E. Sunrise Blvd. Suite #1000 Fort Lauderdale, Florida 33304 Tax I.D.#: 65-0220140 February 21, 2023 Billed Through 01/31/2023 Invoice 73970 / CJS 00281 30233 Via: claims@bbfl.us City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 Regarding: Sharon Tasha Ford vs. City of Boynton Beach, Robert Kellman, Ricky Lauture and Russell Faine FOR PROFESSIONAL SERVICES RENDERED: 01/20/2023 MTB Receipt and review of email correspondence from Richard Ignoffo 01/24/2023 CJS Review correspondence from Richard Ignoffo regarding reassignment of file to Chris Stearns, Esq. Total Professional Services: Stearns, Chris J. 0.20 225.00 Burke, Michael T. 0.10 225.00 DISBURSEMENTS 0113112023 Printing and Imaging Services Summary: 0.10 0.20 $67.50 $45.00 $22.50 0.70 Total Expenses Advanced: $0.70 Total professional services $67.50 Total expenses incurred +$0.70 Total Amount Billed $68.20 Less Pre -Paid Applied $0.00 Please Pay this Amount $68.20 Page 271 of 744 121 0LAWYERS Kopelowitz Ostrow Ferguson Weiselberg Gilbert 1 West Las Olas Blvd., Suite 500 Federal Tax I.D. No.: 65-0637822 Fort Lauderdale, FL 33301 12 kolawyers.com City of Boynton Beach c/o City Attorney, Michael Cirullo Jr 100 E. Ocean Avenue Boynton Beach, Florida 33435 RE: City of Boynton Beach - Arbitration of Mark Sohn Telephone: 954.525.4100 Facsimile: 954.525.4300 For Professional Services Rendered Through December 31, 2022 Total Services Total Current Charges Previous Balance Less Payments Remittance Advice Client: 015589 Matter: 000001 Invoice #: 146065 $5,602.50 $5,602.50 $2,835.00 ($2,835.00) Payment is due upon receipt. If payment in full is not received within 30 days, a finance charge of 1.2% (15% annually) may apply. Check Payable To: Wire Transfer: Kopelowitz Ostrow P.A. Receiving Bank: City National Bank of Florida Attn.: Accounts Receivable ABA Routing Number: 066004367 1 West Las Olas Blvd., Suite 500 Beneficiary: Kopelowitz Ostrow P.A. Fort Lauderdale, FL 33301 Account Number: 1954993480 Credit Card: We accept VISA, MasterCard, Discover and American Express or eCheck. To make a secure payment online, pleaseclick here. If paying by credit card, a 2% credit card processing fee will be added to your payment. Please return this remittance page with your payment. Thank you. Page 272 of 744 121 0LAWYERS Kopelowitz Ostrow Ferguson Weiselberg Gilbert 1 West Las Olas Blvd., Suite 500 Federal Tax I.D. No.: 65-0637822 Fort Lauderdale, FL 33301 12 kolaw�ers.com City of Boynton Beach c/o City Attorney, Michael Cirullo Jr 100 E. Ocean Avenue Boynton Beach, Florida 33435 RE: City of Boynton Beach - Arbitration of Mark Sohn Telephone: 954.525.4100 Facsimile: 954.525.4300 January 27, 2023 Client: 015589 Matter: 000001 Invoice #: 146065 Page: 1 For Professional Services Rendered Through December 31, 2022 Date Person Description of Services Hours Rate Amount 12/01/2022 DLF Met with Sgt. Sanders to walk and drive the 4.20 225.00 $945.00 pursuit route and crash site. Reviewed IA file and videos to prepare for final hearing. 12/01/2022 SDH Travel to Boynton Beach to meet with Sgt. 6.00 225.00 $1,350.00 Sanders and go through the scene of incident and videos related to incident. Strategy conference with David Ferguson regarding same. 12/02/2022 SDH Review still photos provided by IA Investigator. 2.20 225.00 $495.00 Breakdown relevant body worn camera videos. Emails with opposing counsel regarding location of Final Hearing. 12/05/2022 SDH Phone call with Union lawyer regarding location of 1.50 225.00 $337.50 Final Hearing. Update client regarding communications with Union counsel. Emails with Sgt. Sanders regarding documents related to IA file. Review documents related to Motorbike Grant Initiative. 12/15/2022 SDH Phone call with potential expert Bob Pusins 0.50 225.00 $112.50 regarding role as pursuit expert. 12/16/2022 DLF Worked on outline for final hearing and photos 3.00 225.00 $675.00 and videos to present. 12/16/2022 DLF Reviewed IA file and media coverage. 2.50 225.00 $562.50 12/19/2022 SDH Emails with client and opposing counsel regarding 0.20 225.00 $45.00 location of Final Hearing. Phone call with potential expert Bob Pusins regarding retainer agreement. 12/19/2022 SDH Further review of whether Final Hearing is open to 0.50 225.00 $112.50 public. Page 273 of 744 Date Person Description of Services Hours January 27, 2023 121 LAWYERS Client: 015589 Matter: 000001 Research regarding public access to arbitration Invoice #: 146065 225.00 Paqe: 2 Date Person Description of Services Hours Rate Amount 12/21/2022 DLF Research regarding public access to arbitration 1.50 225.00 $337.50 hearing. Strategy call with Seth regarding location of hearing. 12/21/2022 SDH Review of case law and attorney general opinions 2.20 225.00 $495.00 related to Fla. Stat. 286.011 and arbitrations. Phone call with David Ferguson in preparation for upcoming call with client. 12/22/2022 SDH Phone call with client regarding status of 0.60 225.00 $135.00 Arbitration and hiring of Mr. Pusins. Total Professional Services 24.90 $5,602.50 Total Services Total Current Charges Previous Balance Less Payments DLF David L. Ferguson SDH Seth D. Haimovitch 11.20 $225.00 13.70 $225.00 $5,602.50 $5,602.50 $2,835.00 ($2,835.00) $2,520.00 $3,082.50 Page 274 of 744 LEWIS "L LW WALKER LOIN G M ANI City of Boynton Beach 100 East Ocean Avenue Boynton Beach, FL 33435 CLIENT: 3772 - CITY OF BOYNTON BEACH Re: 005 Litgation - E2L Town Square 360 South Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Tel 561-640-0820 Fax 561-640-8202 Tax ID No. 65-0500793 February 23, 2023 Invoice No. KBR-151052 Date Services Hours Amount 01/01/23 KBR Telephone conference with A. Petrick regarding 0.20 77.00 Motion to Dismiss. 01/02/23 KBR Draft and revise Motion to Dismiss Second Amended 2.90 1,116.50 Complaint. 01/03/23 LB Review Florida legal authorities regarding a 1.40 420.00 third -party beneficiaries; related discussion with K. Rossmell. 01/03/23 ATP Review and edit draft Motion to Dismiss and confer 2.60 988.00 with K. Rossmell regarding same; prepare for and attend Boynton Beach City Council meeting regarding settlement agreement in JKM litigation. 01/03/23 KBR Draft and revise Motion to Dismiss; email 5.30 2,040.50 communication with and telephone conference with A. Petrick regarding revisions to same; incorporate revisions; work session with L. Brooks regarding research on third party beneficiaries; incorporate same in motion; attention to finalizing and filing motion. 01/03/23 LKW Review and finalize the City of Boynton Beach's 0.40 94.00 Motion to Dismiss Verified Second Amended Complaint and Demand for Jury Trial and Incorporated Memorandum of Law and prepare for filing with the Court. 01/04/23 LB Discussion with K. Rossmell regarding preparing 0.40 120.00 Motion for Sanctions. Page 275 of 744 Client Ref: 3772-005 February 23, 2023 Invoice No. KBR-151052 Page 2 Date Services Hours Amount 01/04/23 LB Prepare Motion for Sanctions and related research. 3.30 990.00 01/04/23 KBR Telephone conference with L. Brooks regarding 0.30 115.50 Motion for Sanctions; email communication with A. Petrick regarding same. 01/05/23 LB Prepare Motion for Sanctions and related research. 6.10 1,830.00 01/05/23 KBR Receive and review email communication, case 0.30 115.50 management report, and case management plan from L. Wood. 01/06/23 LKW Review and revise the City of Boynton Beach's Case 0.60 141.00 Management Plan and Joint Case Management Plan; forward to counsel for review and revision. 01/06/23 LB Prepare Motion for Sanctions and related research. 3.30 990.00 01/06/23 KBR Email communication with L. Brooks regarding 0.20 77.00 motion and letter for sanctions. 01/06/23 ATP Telephone call with K. Rossmell and email regarding 0.80 304.00 Motion to Dismiss. 01/09/23 LKW Receive and review JKM Defendants' Motion to 0.30 70.50 Dismiss Verified Second Amended Complaint; electronically catalogue and update database for the scheduling of a hearing on same. 01/09/23 LB Continued preparation of Motion for Sanctions and 3.00 900.00 related discussions with K. Rossmell. 01/09/23 KBR Review and analyze JKM Developers' Motion to 2.20 847.00 Dismiss Second Amended Complaint; review and revise draft Motion for Sanctions; various telephone conferences with L. Brooks regarding same; property transfer analysis for same. 01/10/23 LB Continued preparation of Motion for Sanctions as 0.50 150.00 discussed with K. Rossmell. 01/13/23 ATP Telephone call with K. Rossmell regarding pending 0.40 152.00 tasks. Page 276 of 744 Client Ref: 3772-005 Invoice No. KBR-151052 February 23, 2023 Page 3 Date Services Hours Amount 01/17/23 KBR Receive and review Notice of Cancellation of Hearing 0.30 115.50 and Proposed Order concerning withdrawal of Byrd Campbell; email communication with M. Cirullo regarding reference. 01/18/23 LKW Receive and review Notice of Cancellation of Hearing 0.50 117.50 on Byrd Campbell's Motion to Withdraw as Counsel of Record; update database; receive and review correspondence to Judge G. Keyser forwarding a proposed Stipulated Order on Motion to Withdraw as Counsel of Record; update database for receipt of executed Order. 01/18/23 KBR Email communication with M. Cirullo regarding E2L. 0.20 77.00 01/19/23 KBR Coordinate with office concerning Motion to Dismiss; 0.20 77.00 confer with M. Cirullo concerning E2L. 01/20/23 KBR Telephone conference with N. Poot regarding 0.40 154.00 assistance in matter; email communication with M. Cirullo regarding Motion to Dismiss. Summary of Services Total for Services and Expenses $12,079.50 Previous Balance 3,521.00 Payments Since Last Invoice -3,521.00 Amount Due $12,079.50 Page 277 of 744 Rate Hours Amount LB Brooks, Lauren D. 300.00 18.00 5,400.00 ATP Petrick, Amy T. 380.00 3.80 1,444.00 KBR Rossmell, Kathryn B. 385.00 12.50 4,812.50 LKW Wood, Lisa K. 235.00 1.80 423.00 Total for Services 36.10 $12,079.50 Total for Services and Expenses $12,079.50 Previous Balance 3,521.00 Payments Since Last Invoice -3,521.00 Amount Due $12,079.50 Page 277 of 744 Invoice No. KBR-151052 Invoice Date: February 23, 2023 Client Code: 3772 Client Name: CITY OF BOYNTON BEACH Matter Code: 005 Matter Name: Litgation - E21- Town Square Total for Services and Expenses $12,079.50 Previous Balance 3,521.00 Payments Since Last Invoice -3,521.00 Amount Due $12,079.50 Amount enclosed: Please remit checks to: Lewis, Longman & Walker, P.A. PO Box 628742 Orlando, FL 32862-8742 For your convenience, we accept credit card and a -check payments online at: http://www.11w-law.com/template/payment/ For billing questions, please contact our Billing Department at: (561) 640-0820. Page 278 of 744 LEWIS "L LW WALKER LO IN G IIVI.AN City of Boynton Beach 100 East Ocean Avenue Boynton Beach, FL 33435 360 South Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Tel 561-640-0820 Fax 561-640-8202 Tax ID No. 65-0500793 February 23, 2023 Invoice No. KBR-151051 CLIENT: 3772 - CITY OF BOYNTON BEACH Re: 004 Litgation - JKM Town Square Date Services 01/02/23 KBR Receive and review T. Baird proposed talking points regarding the Settlement Agreement for upcoming Commission meeting. 01/03/23 KBR Review revised litigation talking points from J. O'Connor. 01/04/23 KBR Receive and review various email communications regarding follow up to Commission meeting. 01/10/23 KBR Telephone conference with J. O'Connor regarding notice to Court. KBR Rossmell, Kathryn B. Total for Services Summary of Services Rate 385.00 Total for Services and Expenses Previous Balance Payments Since Last Invoice Amount Due Hours Amount 0.20 77.00 0.20 77.00 0.20 77.00 0.20 77.00 Hours 0.80 0.80 Amount 308.00 $308.00 $308.00 1,760.00 -1,760.00 $308.00 Page 279 of 744 Invoice No. KBR-151051 Invoice Date: February 23, 2023 Client Code: 3772 Client Name: CITY OF BOYNTON BEACH Matter Code: 004 Matter Name: Litgation - JKM Town Square Total for Services and Expenses $308.00 Previous Balance 1,760.00 Payments Since Last Invoice -1,760.00 Amount Due $308.00 Amount enclosed: Please remit checks to: Lewis, Longman & Walker, P.A. PO Box 628742 Orlando, FL 32862-8742 For your convenience, we accept credit card and a -check payments online at: http://www.11w-law.com/template/payment/ For billing questions, please contact our Billing Department at: (561) 640-0820. Page 280 of 744 LEWIS "L LW WALKER LO IN G IIVI.AN City of Boynton Beach 100 East Ocean Avenue Boynton Beach, FL 33435 CLIENT: 3772 - CITY OF BOYNTON BEACH Re: 003 Town Square Development Agreement 360 South Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Tel 561-640-0820 Fax 561-640-8202 Tax ID No. 65-0500793 February 23, 2023 Invoice No. KBR-151050 Date Services Hours Amount 01/02/23 KBR Zoom meeting with Time Equities and legal team 1.70 654.50 regarding upcoming City Commission meeting and additional terms of Development Agreement; follow up telephone conference with D. Dugger; various related email correspondences. 01/03/23 KBR Draft and revise comments for City Commission 5.70 2,194.50 meeting; email communication with M. Cirullo regarding same; various email communications with M. Lynn and A. Petrick regarding zoom attendance; prepare for and attend City Commission meeting for same. 01/04/23 TWD Work session with K. Rossmell regarding status and 0.50 192.50 strategy regarding finalization of remaining documents; follow up. 01/04/23 KBR Work session with T. Duhy concerning status of 2.00 770.00 Settlement Agreement, Development Agreement, and outstanding tasks; telephone conference with M. Lynn regarding additional terms; follow up notes and analysis of proposals and other potential solutions; various office conference with M. Lynn; telephone conference with same regarding terms of Development Agreement; various email communication with A. Temple and A. Radigan regarding meeting to discuss utilities. Page 281 of 744 Client Ref: 3772-003 Invoice No. KBR-151050 February 23, 2023 Page 2 Date Services Hours Amount 01/05/23 KBR Call with M. Cirullo, A. Radigan and A. Temple 1.60 616.00 regarding Development Agreement; various email communications with M. Lynn and R. Singer regarding same; various email communications with M. Cirullo regarding same; receive and review concurrency reservation information from A. Temple. 01/06/23 KBR Review and analyze proposed revisions to art fee 3.10 1,193.50 ordinance; work session with Time Equities and City Staff representatives; draft base ordinance for adoption of development agreement ordinance; various email correspondences with M. Lynn and M. Cirullo regarding Time Equities. 01/09/23 KBR Confer with T. Duhy regarding Escrow Agreement; 2.80 1,078.00 receive and review draft ordinance language from A. Radigan; case law, statutory, and related research regarding development agreement ordinances; email communication with M. Cirullo; compare Land Swap Agreement versions; follow up project management and organization. 01/10/23 TWD Receive and review correspondence from K. 0.20 77.00 Rossmell regarding review of Escrow Agreement, documents; follow up regarding same. 01/10/23 KBR Attention to finalizing Land Swap Agreement; various 1.40 539.00 office conferences and email communication with M. Lynn regarding same; telephone conference with M. Cirullo regarding upcoming agenda items including Land Swap Agreement; coordinate with T. Duhy concerning Escrow Agreement. 01/11/23 KBR Telephone conference with T. Duhy concerning 2.80 1,078.00 Escrow Agreement; email communication with M. Lynn regarding availability for discussion; meeting with City planning and utility staff and M. Cirullo regarding various Development Agreement and development ordinance provisions; follow up to same; review and revise land exchange agenda item. 01/12/23 TWD Review and revise draft Escrow Agreement; follow up 0.60 231.00 with K. Rossmell regarding same. Page 282 of 744 Client Ref: 3772-003 Invoice No. KBR-151050 February 23, 2023 Page 3 Date Services Hours Amount 01/12/23 KBR Telephone conference with M. Lynn regarding Land 3.10 1,193.50 Swap Agreement and utilities issues; revise Land Swap Agreement; various email communications with M. Cirullo regarding same; revise Development Agreement concerning utilities and other issue; various additional email communication with M. Lynn regarding same; receive and review T. Duhy proposed edits to Escrow Agreement; analyze outstanding tasks and timelines; follow up. 01/13/23 KBR Telephone conference with M. Cirullo regarding land 1.80 693.00 swap agenda item; various related follow up email correspondence; various email communication with A. Radigan and document review regarding Development Agreement procedure draft; receive and review various utility plans and suggested language concerning utilities requirements in Development Agreement; analyze Agreement for use in same. 01/16/23 KBR Various emails communications concerning the 0.30 115.50 updated schedule and Development Agreement Ordinance. 01/17/23 KBR Review and revise Development Agreement 4.30 1,655.50 Ordinance; various related email correspondences concerning same and upcoming meeting; prepare for and attend Commission meeting for land exchange agreement item; follow up with M. Cirullo regarding same and parking issues. 01/18/23 KBR Various email communications concerning public 1.90 731.50 relations, adoption dates, development order procedures, and related matters; receive and review email communication and prior documents from M. Cirullo regarding Parking Lease Agreement; coordinate with M. Cirullo and L. Swanson regarding notices and publication; email communication with M. Cirullo regarding prior Parking Lease Agreements; email communication with A. Radigan regarding conditions of approval. Page 283 of 744 Client Ref: 3772-003 Invoice No. KBR-151050 February 23, 2023 Page 4 Date Services Hours Amount 01/19/23 KBR Receive and review various email correspondences 2.80 1,078.00 and draft ordinances from A. Temple concerning ordinances for upcoming meetings; various email communications with L. Swanson regarding same; various email communications with R. Singer regarding public relations plan; various email communications with A. Radigan regarding application; confer with A. Radigan and P. Kalkat regarding same; receive and review various email communications concerning status of land swap agreement; additional email communication with M. Lynn. 01/20/23 KBR Telephone conference with M. Lynn regarding 0.80 308.00 ordinance text; email communication with D. Doody concerning Land Exchange Agreement; email communication with M. Lynn regarding outstanding issues; receive and review email communication from R. Singer regarding public relations. 01/23/23 KWD Review Land Swap Agreement and telephone 0.50 192.50 conference with D. Doody regarding same. 01/23/23 KBR Telephone conference with D. Doody and K. Dodge 4.30 1,655.50 regarding land swap; extensive review and revision to Development Agreement in response to various conferences, correspondences, and meetings with applicant and client staff representatives; various email communication and coordination with M. Lynn and M. Cirullo regarding same; related updates to planning process. 01/24/23 TWD Work session with K. Rossmell regarding status of 0.30 115.50 Development Agreement and associated Ordinances; follow up. Page 284 of 744 Client Ref: 3772-003 February 23, 2023 Invoice No. KBR-151050 Page 5 Date Services Hours Amount 01/24/23 KBR Various and extensive telephone conferences with M. 6.60 2,541.00 Lynn regarding Development Agreement; revise same; email communication with M. Lynn; telephone conference with A. Radigan regarding issues with Development Agreement; various telephone conference with M. Cirullo regarding same and process; zoom meeting with A. Temple and M. Cirullo regarding agreement; review and revise Development Agreement; additional work on Land Swap Agreement; work session with T. Duhy on status of process and various agreements. 01/25/23 KBR Receive voicemail from D. Doody concerning Land 2.80 1,078.00 Swap Agreement; various email communications and telephone conferences with M. Cirullo and client staff regarding Land Swap Agreement, Development Agreement, and Master Plan follow up; confer with D. Doody office concerning Land Swap Agreement; telephone conference with M. Lynn regarding application requirements and alternatives; confer with M. Cirullo regarding same. 01/26/23 KBR Various telephone conferences and zoom meeting 3.80 1,463.00 with M. Cirullo, A. Radigan and team members regarding application and Development Agreement issues; various email communications with B. Miller and applicant representatives regarding same; email communication with D. Dugger regarding team meeting time; telephone conference with M. Lynn regarding Development Agreement; related email communication with M. Lynn; receive and review various email communications concerning land swap. 01/27/23 KBR Review and analyze proposed changes to 2.30 885.50 Development Agreement from M. Lynn; receive and review various email communications from applicant's agents concerning submittal; review and revise draft Development Agreement Ordinance; confer with L. Swanson and M. Cirullo regarding same. Page 285 of 744 Client Ref: 3772-003 Invoice No. KBR-151050 February 23, 2023 Page 6 Date Services Hours Amount 01/30/23 KBR Telephone conference with D. Doody concerning 4.10 1,578.50 Land Swap Agreement; telephone conference with M. Cirullo regarding proposed changes to Development Agreement; zoom conference with applicant and City staff; various follow up with M. Cirullo regarding same; follow up note and task organization resulting from conference; various follow up email correspondences with applicant and with City team members. 01/31/23 KBR Various telephone conferences with M. Cirullo 3.10 1,193.50 regarding Development Agreement, Ordinances, and related matters; zoom work session with M. Lynn regarding Development Agreement; email communication with M. Cirullo regarding same; various email communication with M. Cirullo and D. Doody regarding various transactions; additional email communication with M. Cirullo regarding ordinances; telephone conference with M. Lynn regarding memorandum; various email communications with applicant team concerning aspects of application. Summary of Services Total for Services and Expenses $25,102.00 Previous Balance 17,704.00 Payments Since Last Invoice -17,704.00 Amount Due $25,102.00 Page 286 of 744 Rate Hours Amount KWD Dodge, Kenneth W. 385.00 0.50 192.50 TWD Duhy, Tara W. 385.00 1.60 616.00 KBR Rossmell, Kathryn B. 385.00 63.10 24,293.50 Total for Services 65.20 $25,102.00 Total for Services and Expenses $25,102.00 Previous Balance 17,704.00 Payments Since Last Invoice -17,704.00 Amount Due $25,102.00 Page 286 of 744 Invoice No. KBR-151050 Invoice Date: February 23, 2023 Client Code: 3772 Client Name: CITY OF BOYNTON BEACH Matter Code: 003 Matter Name: Town Square Development Agreement Total for Services and Expenses $25,102.00 Previous Balance 17,704.00 Payments Since Last Invoice -17,704.00 Amount Due $25,102.00 Amount enclosed: Please remit checks to: Lewis, Longman & Walker, P.A. PO Box 628742 Orlando, FL 32862-8742 For your convenience, we accept credit card and a -check payments online at: http://www.11w-law.com/template/payment/ For billing questions, please contact our Billing Department at: (561) 640-0820. Page 287 of 744 6.H. Consent Agenda 3/9/2023 Requested Action by Commission: Approve minutes from the February 15, 2023 Special City Commission Meeting, and February 21, 2023 City Commission Meeting. Explanation of Request: The City Commission met on February 15, 2023 and February 21, 2023 and minutes were prepared from the notes taken at the meetings. The Florida Statutes provide that minutes of all Commission meetings be prepared, approved and maintained in the records of the City of Boynton Beach. How will this affect city programs or services? A record of the actions taken by the City Commission will be maintained as a permanent record. Fiscal Impact: There is no fiscal impact to the budget from this item. Alternatives: Approve, amend and approve, or do not approve the minutes. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type D 1['1LAtE)S D 1['1LAtE)S Description SPE) :lia Coirnirnia:>sioin I E)E)tiir':g I liir'KjItEss 02 15 2023 Coirnirnia:>sioin I E)E)Uir:g I li1r'1LAtEss 02 21 2023 Page 288 of 744 Minutes of the Special City Commission Meeting Held Online Via the GoToWebinar Platform and In -Person at the City Hall Commission Chambers 100 East Ocean Avenue, Boynton Beach, Florida On Wednesday, February 15, 2023, at 6:00 P.M. Present: Mayor Ty Penserga Daniel Dugger, City Manager Vice Mayor Angela Cruz Mike Cirullo, City Attorney Commissioner Woodrow L. Hay Maylee De Jesus, City Clerk Commissioner Thomas Turkin Commissioner Aimee Kelley Agenda Items A. Call to Order - Mayor Ty Penserga Mayor Penserga called the meeting to order at 6:00 P.M. Roll Call City Clerk Maylee DeJesus called the roll. A quorum was present. Invocation by Commissioner Woodrow Hay Invocation was given by Commissioner Hay Pledge of Allegiance to the Flag led by Aimee Kelley Commissioner Kelley led the Pledge of Allegiance to the Flag. Agenda Approval: Additions, Deletions, Corrections Motion Commissioner Hay moved to approve the agenda. Vice Mayor Cruz seconded the motion. The motion passed unanimously. B. Informational items by the Members of the City Commission. Commissioner Kelley disclosed that she met with Robert Singer on this item. Commissioner Turkin disclosed that he met Robert Singer on this item. Vice Mayor Cruz disclosed that she spoke with Robert Singer and met with Bradley Miller on this item. Page 289 of 744 Meeting Minutes Special City Commission Meeting Boynton Beach, FL February 15, 2023 Commissioner Hay had no disclosures. Mayor Penserga disclosed that he spoke with Bradley Miller, Robert Singer, and Mr. Oyer. C. Public Hearing for Proposed Ordinance No. 23-004- First Reading - Approving and authorizing the proper City Officials to enter into a Development Agreement with Boynton Beach Town Center Apartments, LLC., an affiliate of Time Equities, Inc., for the development of certain real property within the area known as Town Square. City Attorney Cirullo read the ordinance by title. He explained that this is the first of two hearings, and the second hearing is set for February 21, 2023, and said that this will be coming along with other items on the agenda, including the Master Plan. He swore in anyone that would be speaking on this item. Kathryn Rossmell spoke about Town Square as follows: history; related agreements; effective date; development agreement overview; development agreements- statutory background; Section 163.3220(2) Florida Statutes -continued, Section 163.3220(3)7 Florida Statutes; Town Square project overview; Phase 2- the south parcel; Phase 3- the north parcel; parking; additional public contributions; approvals under the development agreement; concurrency and public facilities; timeline for development; construction, continued; review and reporting requirements; default; termination; termination continued; odds and ends; and questions. Commissioner Hay stated that his questions have been answered. Vice Mayor Cruz stated that she met with all of the attorneys and staff and asked her questions at that point. She said that she asked about protection regarding the property, and asked for clarification that this is protected. Ms. Rossmell said yes. Vice Mayor Cruz asked about the possibility to make the parking lease agreement in perpetuity. Ms. Rossmell said that they could discuss it with the developer before second reading, but that a 100 year parking lease agreement is standard. Commissioner Turkin thanked legal and staff for their hard work, and the community for getting involved. He reiterated that this is to keep the conversation going and that they are not voting on a site plan. Ms. Rossmell responded yes, this just keeps the process moving. F Page 290 of 744 Meeting Minutes Special City Commission Meeting Boynton Beach, FL February 15, 2023 Commissioner Kelley asked for a case status update with the litigation. Ms. Rossmell explained the update on the settlement agreement with this case. She said that no trial date is set. Commissioner Turkin asked about infrastructure updates. Ms. Rossmell explained the infrastructure that is already underground on the site. Ms. Poonam Kalkat, Utilities Director, stated that they looked at the infrastructure put in place and said that if they do anything more, it would be on the developer's dime. Commissioner Turkin asked if we have the capacity for the infrastructure. Ms. Kalkat responded yes, and explained how they make sure that they have the capacity for it. Commissioner Hay asked for clarification on the clay pipes, and if it would be the responsibility of the developer to repair. Ms. Kalkat stated that if we know it must be repaired, it would be on us, but if it becomes damaged, they will have to determine who is at fault and see who would pay for it. Ms. Rossmell stated that there is nothing in the agreement that transfers fault to the developer if something happens, but it says that what is in the ground is fully functional but not complete, and any upgrades would be the responsibility of the developer. Vice Mayor Cruz asked about the $180K for public restrooms. Ms. Rossmell explained the development agreement and portable public restrooms. Commissioner Hay asked for clarification on the code regarding parking. Ms. Rossmell explained what the code requires and how many are being requested. Mayor Penserga stated that we hope for the best and plan for the worst and said that with the prior agreement there were insufficient protections. He asked about the protections for the City if they do not construct at all or it is incomplete. Ms. Rossmell explained the development agreement and stated that they have a termination clause included in the agreement. Mayor Penserga asked if the clock would restart if the land is sold. Ms. Rossmell responded no it would not restart, but the agreement would transfer to the 3 Page 291 of 744 Meeting Minutes Special City Commission Meeting Boynton Beach, FL February 15, 2023 new owner. Commissioner Hay asked if in the case of a natural disaster, would they have to come back to renegotiate. Ms. Rossmell spoke about the force majeure clause if a natural disaster happened. She recognized that there are two people there from Time Equities to answer questions. Public Comments: Jonathan Keith, Director of Inca, spoke on behalf of the applicant. He said that the developer did a great job explaining the agreement and vision. He stated that he feels comfortable that this is the right development group for this project. Harry Woodworth stated they have pretty much not been on the same page as the City and said that it is really refreshing to talk to these developers. He spoke about the money that has already been spent on this project. He said that they are working with a developer that knows what they are doing. Flynn Holland stated that parking is not going to be enough. She asked who is going to deal with the overwhelmed traffic. She spoke about what the community wanted versus what they are getting. She spoke about branding in Boynton Beach. Ernest Mignoli stated that his 4t" floor unit sees this building, and says that he sees an administration that is blaming prior administration, but half of the people on the dais are the same. He said that Mayor Grant is still heavily involved in this stuff and that they voted yes for everything he wanted. He commented that when there are events in the City there is not enough spaces for people to park. Courtland McGuire stated that this is on fast track and said the P&D Board voted this down. He said that they did make changes to the agreement before coming to the City Commission. He mentioned that these two parcels make up a large part of the downtown. He spoke about wanting more commercial, and not enough parking spaces. Virtual Comments: 1 hand Gregory Hartmann stated that the settlement with Time Equities is the best of a bad situation. He mentioned that the development is going to do a lot of good for the downtown area. He said that it would be prudent for us to go forward with this. Bradley Miller, Urban Design Studio, stated that from their original application, they have more than doubled the commercial space for the development. City Attorney Cirullo stated that this is not a final vote, the second hearing would be on the February 21, 2023, where the Commission will hear from Time Equities. Page 292 of 744 Meeting Minutes Special City Commission Meeting Boynton Beach, FL February 15, 2023 Commissioner Kelley asked for clarification about the lawsuit. Ms. Rossmell explained what would happen if the City were to win the settlement with JKM and spoke about the different outcomes. Vice Mayor Cruz stated that she is not sure if portable restrooms would be enough, that we need permanent bathrooms. Commissioner Hay agreed about the permanent bathrooms. Commissioner Turkin stated that the community input is helpful, and his issue was the density and height. He said that he does not want them to not to be able to move forward. He asked that the developers continue dialogue with the community as they work through this. He said they do not even get the land back if they win the lawsuit. Ms. Rossmell responded that there is no mechanism to get the land back regardless of the lawsuit. Commissioner Turkin stated that he must follow what is within code and law. He said that with the tax revenue coming forward, the properties being impacted should see that revenue being put back into their area. Mayor Penserga stated that they have to make the best of what they have and said that the alternative is catastrophic for the City. He spoke about the legality of private properties. He said that this agreement gives the City the protections that they needed. Vice Mayor Cruz stated that she believes we need to be proactive on infrastructure and roads within these years before the development starts. She mentioned that she is going to work towards getting money for transportation and infrastructure projects from the County and State. She spoke about the projects coming soon in the City. Motion Commissioner Hay moved to approve Ordinance No. 23-004 on First Reading. Commissioner Kelley seconded the motion. Commissioner Turkin reiterated that we have stake in the game, and the code could change, so they want to move forward with having community involvement. Mr. Miller introduced Mr. Francis Greenberger, owner of Time Equities. He stated that they understand how important this project is to Boynton Beach and that it is equally as important to them. He said that this is the project that they will commit their resources to and get the project done. He commented that their goal is to provide something high quality that will compliment the City. 5 Page 293 of 744 Meeting Minutes Special City Commission Meeting Boynton Beach, FL February 15, 2023 In a roll call vote, the motion passed unanimously. 2. Adjournment Motion Commissioner Turkin moved to adjourn the meeting. Commissioner Hay seconded the motion. The motion passed unanimously. There being no further business to discuss, the meeting was adjourned at 7:19 P.M. CITY OF BOYNTON BEACH ATTEST: Maylee De Jesus, MMC City Clerk Page 294 of 744 Minutes of the City Commission Meeting Held Online Via the GoToWebinar Platform and In -Person at the City Hall Commission Chambers 100 East Ocean Avenue, Boynton Beach, Florida On Tuesday, February 21, 2023, at 6:00 P.M. Present: Mayor Ty Penserga Vice Mayor Angela Cruz Commissioner Woodrow L. Hay Commissioner Thomas Turkin Commissioner Aimee Kelley 1. Agenda Items A. Call to Order - Mayor Ty Penserga Daniel Dugger, City Manager Mike Cirullo, City Attorney Maylee De Jesus, City Clerk Mayor Penserga called the meeting to order at 6:05 P.M. Roll Call City Clerk Maylee De Jesus called the roll. Commissioner Turkin joined virtually. A quorum was present. Invocation by Pastor Patterson, Seacrest Presbyterian Church Invocation was given by Pastor Patterson. Pledge of Allegiance to the Flag led by Mayor Ty Penserga Mayor Penserga led the Pledge of Allegiance to the Flag. Agenda Approval: Additions, Deletions, Corrections Mayor Penserga requested to move up Items 10A, 1013, 12A to after Public Audience. Vice Mayor Cruz asked for a moment of silence for both her uncle Jorge and Professor Levee from FIU. Motion: Vice Mayor Cruz moved to approve the agenda, as amended. Commissioner Hay seconded the motion. The motion passed unanimously. 2. Other Page 295 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 A. Informational items by the Members of the City Commission. Commissioner Kelley disclosed that she spoke to Jeff Burns and Nick Rojo for Item 8, and Courtland Mcguire regarding the Town Square Project. Commissioner Turkin disclosed that he spoke with Jeff Burns and Nick Rojo and Phil Terrano about the Little League fields, and the applicant for Town Square. Vice Mayor Cruz disclosed that she held a town hall at Leisureville about Item 12A. She also spoke to the applicants for The Pierce project. Commissioner Hay disclosed that he spoke to Nick Rojos from Affiliated. He noted that this is Black History month and has given information all this month and said that he wanted to continue with more history. He spoke about Lemar Wright, who was the first black City Councilman in Boynton Beach. He spoke about Lillian Otis, who was the first black female City Commissioner in Boynton Beach. He also he spoke about Perry Patterson the first black Firefighter in Boynton Beach. He spoke about Natasha Denise Clemons, the first black woman Deputy Fire Chief in Boynton Beach. He recognized Lamar Jackson, the first Heisman Trophy winner. He spoke about Ezell Hester, first black Mayor in Boynton Beach. He spoke about himself, the first ordained Minister to serve on a board. Mayor Penserga disclosed that he spoke to the applicants for The Pierce project, Time Equities, and Phil Terrano pertaining to the Little League. He stated that he went to a statewide IT conference, to try to recruit companies into the City. He said that he attended the Boynton Beach Gold Coast Band on Sunday. He acknowledged Kacy Young, and read the thank you letter that was written by hand from a resident. 3. Announcements, Community and Special Events And Presentations A. The City of Boynton Beach and the Boynton Beach Veterans Task Force will host a dedication ceremony during Black History Month for the Tuskeegee Airmen Monument on Saturday, February 25 at 10:00 A.M. The ceremony will be held at the Tom Kaiser, USN, Boynton Beach Veterans Memorial Park (411 N. Federal Hwy). Mayor Penserga announced the Dedication Ceremony for the Tuskeegee Airmen Monument. B. Proclaim February 21, 2023 as Robert E. Wells Day. Bishop Bernard Wright will accept the proclamation. Mayor Penserga read the proclamation into the record and presented it to Commissioner Hay since Bishop Bernard Wright could not make it to the meeting. Page 296 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 C. Announce the City of Boynton Beach Career Fair taking place at the Boynton Beach Arts & Cultural Center at 125 E. Ocean Avenue, on Friday, March 3, 2023, from 9:00 A.M. to 5:00 P.M., and Saturday, March 4, 2023 from 10:00 A.M. to 2:00 P.M. Mayor Penserga announced the City of Boynton Beach Career Fair. Tennille DeCoste, Director of HR, stated that there are 124 vacancies that include Police and Fire. She mentioned a few of the positions that are listed, and how people can apply. She stated that she is marketing it all over the county, even on the radio. Commissioner Turkin thanked Ms. DeCoste and said that she has done a lot so far in her short period of time. The radio station promotion was played for everyone. Mayor Penserga announced the City Hall Social for Thursday, March 2, from 5:30 P.M. - 7:30 P.M. He stated that there is a jazz performer, Donna Singer, that will be joining us at this event. He said that there will be food and drinks as well. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 -minute allowance may need to be adjusted depending on the level of business coming before the City Commission) Mack McCray stated that the first afro American Police was William Buckner. Edward Tedmann stated that he is a 25 -year resident and that he has a problem with the red-light camera on Gateway and Congress. He stated that Boynton Beach should eliminate the camera, like other cities have. He spoke about the different charges that he was invoiced. He stated that this whole process is an opportunity to make money and it does not service the community. Flynn Holland stated that she has two issues: the first is that on Seacrest Road it is very busy and dangerous and we need more Police presence; and there is a lot of trash in front of the Post Office where the bus stops are. She said that between 5th and 6th, they are not having their bulk garbage picked up, even after calling many times. Cindy Falco DeCorrado stated that a few of the artworks that were displayed was not art, and that the A -frame was not art either and the palm fronds that were painted was not art. She spoke about allowing all animals to be able to go to the park, not just dogs. She said that she has not received any dimensions from the Clerk of the Court regarding the art that she wants displayed. She stated that she has the same 3 Page 297 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 issue with garbage as well, that pickup is sporadic. Evelyn Joseph stated that she has been here for over 21 years and stated that there is speeding through her road on 23rd Ernest Mignoli stated that everyone in the room is to blame, because they are the same people as the previous administration. He said there are a lot of complaints about the attorneys that we have. He said that the prior City Manager was the one who created the issue with flooding. He said that he does not know how the art in the City is called art. Dr. Pierre Blass stated that he finds it wonderful that the Mayor spoke at length about the Bahamian connection to the City. He spoke about Kluth Road, and said that it should be renamed. He spoke about an incident he had at Starbucks, and said that he won the case. He said that he ran for Mayor but the previous Clerk wrote him off. Virtual Hands: 2 hands David Rosenthal stated that his parents live in High Point and thanked the Commission for their efforts. He spoke about the Town Square Project. He said to say yes to the Little League. Gregory Hartmann thanked the Commission for working hard, and said that there are positive projects coming forward. He stated that he hopes that there are more restaurants and commercial places in this area, to create a destination downtown. Commissioner Turkin stated that beautifying Seacrest would be great, and he would like an update from Staff. Mayor Penserga said that he this is the first he has heard about this and Seacrest is owned by the County. City Manager Dugger stated that he will reach out to the County to collaborate. He said that beautification is definitely needed. 10A. Proposed Resolution No. R23 -019 -Approve and authorize the Mayor to sign a First Amendment to Comprehensive Agreement for Ground Lease and Training Facility with Primetime Sports Group, LLC to amend the original Agreement to increase the allowable size of the Facility, update the Conceptual Site Plan, and increase the amount of time for substantial/final completion. Mayor Penserga read the Resolution into the record. Kacy Young, Recreation and Parks Director, thanked the Mayor for the recognition 4 Page 298 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 earlier in the meeting. He provided an update on the Little League Project as follows: Project Introduction and History; Project Scope; Map of current view of the Little League Park; Little League Park Master Plan; Little League Park- indoor training facility; Ground Lease Agreement for Indoor Training Facility Amendment; and Questions. Commissioner Hay asked about the purpose of increasing the days of the completion of the project. Mr. Young explained the additional size of the building and needing more time to complete the building. Vice Mayor Cruz asked if the completion date is the entire park, and if there is a breakdown of the project timeline. Mr. Young explained the different parts of the field that will be completed first (training facility and field 5). He said that this is the conceptual plan for the entire park. Vice Mayor Cruz spoke about the memorial that it is supposed to be moved and if there were any concerns. City Attorney Cirullo stated that there are no legal concerns. Vice Mayor Cruz asked about the fee increase after 5 years. Mr. Young stated that they will look every 2 years at market rates after the 5 years. He said that not until year 5 will the lease increase, even though the facility is larger than originally requested. Commissioner Turkin asked for clarification on the size of the training facility. He spoke about the lease agreement that this company has with a similar location in Palm Beach Gardens. Mr. Young stated that the agreement was similar, so there would be similar language and said that they used that facility as a resource. Commissioner Turkin asked for clarification about changing the fields and the maintenance needs. Mr. Young stated that this will decrease the overall maintenance of the park, and there should be a potential savings of $50,000 annually. Commissioner Turkin asked for clarification of overall site completion. Mr. Young stated that the training facility and field 5 is to be completed in 360 days. 5 Page 299 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Commissioner Kelley asked if we have accounted for additional handicap parking. Mr. Andrew Mack, Deputy City Manager, stated that this is a conceptual plan, and it still must go through the site plan process and that will be addressed. He stated that the timeline was his recommendation, because of all the work that has to happen to make this project work. Commissioner Kelley stated that she was excited to see that the memorial stayed where it was and that there was increase in parking. She asked for clarification about the Barrowitz Foundation and how they will play into this. Phil Terrano spoke about the partnership that he has with the Barrowitz Foundation. He noted that this is 3 years in the making and he would like to have this built as soon as possible, with no kids getting left behind. He spoke about the economic boost to the City and noted that with the bigger facility, more kids will be allowed to come in and enjoy it. He said there is a similar facility in Palm Beach Gardens, and the City was paying for most of it, while he is not requesting money for this project. He noted that he is raising his own money and doing this on his own. Mayor Penserga stated that he is a son of Boynton Beach, and he is coming back to Boynton Beach, and he is proud of that. He asked about worst case scenarios and what he has in place to protect the City if the project is not completed. Sean Swartz, Assistant City Attorney, spoke about the agreement and the safety nets in the agreements. Mayor Penserga asked if this is a lease. Mr. Swartz responded yes, the City still maintains ownership of this property. Mayor Penserga asked about the benefits to the community. Mr. Young said that this will be a destination site that will attract more residents and visitors to the City and the park. He spoke about what is included in the agreement, such as the new signage for the park and flexibility to add additional programming. City Manager Dugger said that if done correctly, this could become an epicenter for the County. He said that this will be cost beneficial to the City, and spoke about the different concerns with the project. Mr. Terrano spoke about the history that he has with the Little League fields. He said that he has envisioned a field of dreams for every kid. Commissioner Turkin stated that this is important because this provides for a place Page 300 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 for kids to go to after school, which will be a safe space and an outlet to go to. He asked that they use a beautiful Boynton Beach sign with the Arts Fee. He asked how scholarships will be given out, and how they will be updated. Mr. Terrano stated that they would like to do a lot of the same events that they do at the City, such as movie night. He said that they could set up a quarterly sheet to show the update on scholarships. Commissioner Hay asked for an expansion on the benefits to District 2, so that they can get support from that area. Mr. Terrano explained the different teams and sports that they have contact with. He spoke about the benefits of touching on all sports, not just baseball. City Manager Dugger stated that they are going to come up with a comprehensive plan that the kids in the Police Athletic League will have access to the field as well. Vice Mayor Cruz asked for kids to be prioritized and that scholarships go to residents of Boynton Beach as well. Vice Mayor Cruz asked to have Item 12A moved to after this item. There was consensus from the Council. Public Comments: Karen Mirandy stated that they are adjacent to the Little League Ballpark and said that they are a good neighbor. She said when they first heard about this change, it was comparable to winning the lotto, and that they are excited and grateful. Tom Isabella stated that he has a vested interest as a neighbor and said that this is a transformational project, and he supports this project. He said that it touched his heart that they are accommodating kids with disabilities. He spoke about getting kids involved in the different sports at this location. He said that this is an amazing City. Kim McCalf stated that the ballfield looks wonderful, and that she is a mother of a fallen soldier son, and asked if the memorial wall will be coming down. She said that she will continue to take care of the memorial area. Susan Oyer stated that she is all for kids to play but that this is the wrong location. She suggested other areas where they could have the fields. She spoke about the land that was given to the City that was meant to be cemetery. She asked for a no vote for this item. Flynn Holland stated that this is a wonderful park and asked if all the walkways will be ADA compliant, and if the parking funding is in the City budget to finish the parking. INA Page 301 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 She said that the entrance and exit has always been an issue and asked what they will do with that. She said that turf in Florida molds and asked if they have funding to replace it. Luis Maldonado stated that he grew up in an impoverished area, and that the Little League provided him a home here. He spoke about being a part of the team that won the National Championship game in 2002. He said that we are being able to have the opportunity to provide a lot for the children in the community. He spoke about athletic famous people that came from these fields, and people who have played in that field. He asked for this to be passed. Cindy Faldo DeCorrado stated that she loves the idea of a baseball field, but that her concern is that when she tries to get home, it is ridiculous because of traffic on Woolbright. She spoke about the issue with the cemetery space, and said that this is a bad location. Barbara Ready stated that she had some concerns such as Michael Barrowitz's name not being in the agreement. She spoke about the 100 -foot net needing to be around the entire field, not just field 1, and she asked who would pay for this. She said that it should be stated in the agreement that Little League get priority since they have been in this area over 70 years. She does not support moving the cemetery to this area. She is concerned about eliminations of trees, picnic tables, and batting cages. Ernest Mignoli spoke about the majority of kids in the sports programs not making it to the big league. He said that education is more important that sports. He stated that Boynton Beach needs things for kids like food, shelter, safety on the streets, and this is not important. Keith Merritt stated that there is no more genuine person than Phil Terrano. He said that Mr. Terrano is doing this for a great reason, and that he loves this City, and this is a passion project. He said that he was here at the last meeting and that everyone wants the best for the City, not a stalemate, and that we need a place for the kids. Virtual Comments: 4 Gregory Hartmann stated that this is a great project for the City and will be a benefit and asset to the kids in the community. He said that this is will revitalize this corridor. He encourages this project. John McVay stated that his dad served as Board President for close to 16 years and spoke about the partnerships they have with the Barrowitz Foundation, the memorial being taken care of, and believing that Mr. Terrano is a man of his word. He spoke about scholarships. Mike Pecello stated that he has known Mr. Terrano for almost 10 years and considers ." Page 302 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 him a mentor. He said that Mr. Terrano is excited when he speaks about this project. He spoke about his 11 U team that plays at this field. He said that all the kids deserve this, and he supports this project. Jeremy Brown spoke about the long-term ratification of Boynton Beach and maintaining a sense of community. He mentioned that this will make Boynton Beach better long term. City Clerk De Jesus read a comment into the record from Paul Stanfield. Commissioner Kelley said that she would like to see quarterly updates on scholarships and any issues that they run into. Motion: Commissioner Turkin moved to approve Resolution No. R23-019. Commissioner Hay seconded the motion. Commissioner Turkin stated that for the Gold Star Family, we should make that place sacred and we need to maintain it. Mr. Terrano promised that the memorial wall will remain sacred and will be taken care of much better than it has been over the years. Commissioner Hay commented that he is still concerned about the expansion of the cemetery site, but they have several plans on the table that will come back to the City Commission. He said that he is supporting the sports complex. Vice Mayor Cruz asked for clarification if Angel Athletics is coming forward to the Commission meeting soon to discuss field 1. City Manager Dugger responded that is correct and explained when the other agreements will be coming to the Commission meeting. Vice Mayor Cruz asked that this is be looked at holistically and asked about the square footage maximum. City Manager Dugger stated it could be up to 28K square feet. The motion passed unanimously. 12A. Proposed Resolution No. R23-021- Approve and authorize the Mayor to sign the Declaration of Restrictive Covenant restricting the future park site in the Leisureville subdivision to use as a passive public park. p Page 303 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Mayor Penserga read the Resolution by title. City Attorney Cirullo introduced the item and explained what this restrictive covenant would be for. Vice Mayor Cruz stated that she looks forward to support from her colleagues. She said that Leisureville approached her while she was running for Commission. She asked if there will be no parking signs on the paved road, so that emergency vehicles can get through. Mr. Mack responded yes. Mayor Penserga said that he will support this. Commissioner Hay stated that this is long overdue, and he will support this. Commissioner Turkin commended Vice Mayor Cruz for getting this done quickly when her predecessor did not get it done in 6 years on the Commission. Commissioner Kelley stated that she supports this. Public Comment: Dr. Pacelli spoke in favor of the Resolution. Jim Cizick thanked Vice Mayor Cruz for her passion and for listening to the constituents. Tom Augusta stated that they are all for this proposal, and that there have been issues with security in the area. He said that they would like no trespassing signs posted. Ernest Mignoli stated that people on the Commission are not concerned about where he is living at, like they are with this area. Vice Mayor Cruz moved to approve Resolution No. R23-021. Commissioner Kelley seconded the motion. The motion passed unanimously. Vice Mayor Cruz thanked the Commission for their support and thanked Leisureville. She invited residents to the dais to take a group picture. 1OB. Proposed Resolution No. R23-020- Approve and authorize the Mayor to sign the ARPA Subrecipient Partnership Agreements with Boynton 10 Page 304 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Beach's nine (9) public schools for a total amount of $848,500. Below is a list of the City's public schools: • Freedom Shores Elementary • Forest Park Elementary • Poinciana STEM Elementary • Galaxy E3 Elementary • Crosspointe Elementary • Rolling Green Elementary • Citrus Cove Elementary • Congress Middle • Boynton Beach Community High Mayor Penserga read the Resolution by title. Adam Temple, Development Services, introduced the item and stated that $100K will be earmarked for each school. Dr. Lacada stated that the City of Boynton Beach schools will all be Title 1, and explained what Title 1 is. He said that this City has provided more than any other City in the County. He asked for all of the Principals of the schools in the City to introduce themselves. Natalie Cromwell, Citrus Cove Elementary School Principal, thanked the Commission and explained what they will use the funds for. Tanya McDowin, Poinciana Stem Principal, thanked the Commission and explained what they will use the funds for. Nancy Robinson, Forest Park Elementary School Principal thanked the Commission and explained what they will use the funds for. Mike Sabatino, Freedom Shores Elementary School Principal, thanked the Commission and explained what they will use the funds for. Gia Dorrit, Crosspoint Elementary School Principal thanked the Commission and explained what they will use the funds for. Allison Manning, Rolling Green Elementary School Principal thanked the Commission and explained what they will use the funds for. Denise O'Connor, Congress Middle School Principal, thanked the Commission and explained what they will use the funds for. Anthony Lockhart, Boynton Beach Community High School Principal, thanked the Page 305 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Commission and explained what they will use the funds for. Mr. Lacada introduced his leadership team in the audience. Commissioner Hay commended everyone that came here. He said that their intention was to set the bar high in the County. He thanked the Principals for the job that they are doing. He said that we need to mold and shape the children now. Vice Mayor Cruz commended the Mayor for spearheading this. She said that she has a specific request to replace the piano in Congress Middle School. Commissioner Turkin commended the Mayor and said that this will put Boynton Beach on the map in the County. Commissioner Kelley commended the Mayor and said that this is very important. Mayor Penserga stated that this came about because these were the needs in the community. He spoke about Title 1 needs, and having the needs to support the schools. He said that this is an investment, not a gift or a donation. He spoke about homeless kids in the City, and the agreement that they have with the schools. He thanked the Principals for what they do. Public Comments: Susan Oyer said that this is fabulous and worried about absenteeism. She stated that she hopes snacks that are given to children are healthy. Ernest Mignoli stated that it is a good thing when money goes to schools. He said that the money should go to healthy snacks, safe transportation, and infrastructure in the schools. Valerie Pleasanton stated that this is wonderful that they are giving the money to the schools. She said that the schools truly need the money, and that they are not funded well, so she is grateful for this money. Cindy Falco DeCorrado stated that she is concerned with one of the schools teaching Artificial Intelligence and coding. She said that kids should be learning about reading, writing, and arithmetic. Motion: Commissioner Kelley moved to approve Resolution No. R23-020. Vice Mayor Cruz seconded the motion. The motion passed unanimously. 5. Administrative 12 Page 306 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 A. Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. Vice Mayor Cruz asked if the Alternate can be given to the other applicant A'Keyah Williams. Motion: Vice Mayor Cruz moved to appoint Gregory Hartmann to the Regular position, and A'Keyah Williams to the Alternate position on the Art Advisory Board. Commissioner Hay seconded the motion. The motion passed unanimously. Mayor Penserga announced the open Board positions Vice Mayor Cruz said Mr. Czizik is already doing the job and helping the seniors. Motion: Vice Mayor Cruz moved to appoint James Czizik to the Regular position on the Senior Advisory Board. Commissioner Kelley seconded the motion. The motion passed unanimously. Commissioner Hay moved to appoint Reena Gallagher to the Alternate position on the Senior Advisory Board. Commissioner Kelley seconded the motion. The motion passed unanimously. 6. Consent Agenda A. Approve a 7% increase (or $28,220.30) to the contract for services associated with the Landscape Maintenance Services contract for Medians and Right -of -Ways, Bid No. 033-2730-20/RW performed by Batallan Enterprises, Inc. dba Property Works. The contract will total $436,718.27 after the increase. B. Authorize a budget amendment to transfer funds in the amount of $222,184 from Utilities Capital Improvement Fund Account 403-5000-535-64.15 project UC2101 to project UC2202. These funds will be used for the purchase for OT Cyber and Network Design Services for GrayMatter Systems, LLC, which was approved by Commission at the December 6, 2022 meeting. C. Proposed Resolution No. R23-017 - Approve an amendment to Resolution R23-005 by amending Exhibit "A." 13 Page 307 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 The FY 2022-23 budget amendment submitted and approved on January 3, 2023 will adjust budgeted appropriations and revenue sources and provide spending authority for the General Government Capital Improvement Surtax Fund (303), the Utility Capital Improvement Fund (403), and the Golf Capital Improvement Fund (412). D. Proposed Resolution No. R23-018 - Approve the temporary lane closures in the 2000 Block of State Road 5 (Federal Hwy) - 700 feet of the right lane heading Northbound and 400 feet of the left lane heading Southbound on Tuesday, July 4, 2023 for the annual 4th of July event, and authorize the City Manager, or designee, to apply for the State permit for the temporary road closure. E. Accept the written report to the Commission for purchases over $10,000 for the month of January 2023 F. Approve the one-year extension for RFPs/Bids and/ or piggy -backs for the procurement of services and/or commodities under $100,000 as described in the written report for February 21, 2023 - "Request for Extensions and/or Piggybacks." G. Approve minutes from the February 7, 2023 City Commission Meeting. Motion: Vice Mayor Cruz moved to approve the consent agenda. Commissioner Hay seconded the motion. The motion passed unanimously. 7. Consent Bids and Purchases over $100,000 A. Approve the purchase of seven (7) replacement vehicles that were approved in the FY22-23 budget for an estimated amount of $374,710 by utilizing the Florida Sheriff's Contract FSA22-VEL30.0. B. Approve the one-year extension for RFPs/Bids and/ or piggy -backs for the procurement of services and/or commodities over $100,000 as described in the written report for February 21, 2023 - "Request for Extensions and/or Piggybacks." Motion: Vice Mayor Cruz moved to approve the Consent Bids and Purchases over $100,000. Commissioner Kelley seconded the motion. The motion passed unanimously. 14 Page 308 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 8. Public Hearing 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Proposed Ordinance No. 23-001- Second Reading - Approve modifications to the existing methodology for the Payment in Lieu of Workforce Housing Units program; to include an FAR bonus; and to clarify the receiving areas for height, FAR, and density bonuses (CDRV 23-001) by amending LAND DEVELOPMENT REGULATIONS, Chapter 1. Art II. Sec 2.C.11. In -Lieu and Off -Site Options (related to the Workforce Housing Program). City Attorney Cirullo read the Ordinance by title. Amanda Radigan, Planning and Zoning Director, stated that there have been no changes since first reading. Motion: Commissioner Hay moved to approve Ordinance No. 23-001 at Second Reading. Commissioner Kelley seconded the motion. Public Comment: Ernest Mignoli stated that he does not approve of this. In a roll call vote, the motion passed unanimously. B. Proposed Ordinance No. 23-003 - Second Reading- Approve modifications (CDRV 23-003) amending the LAND DEVELOPMENT REGULATIONS, Chapter 2. Land Development Process, Article II. Planning and Zoning Division Services, Section 2. Standard Applications, to establish a process for proposed Development Agreements. City Attorney Cirullo read the Ordinance by title. Public Comment: Ernest Mignoli stated that he does not approve of this. Commissioner Hay moved to approve Ordinance No. 23-003 at Second Reading. Commissioner Kelley seconded the motion. In a roll call vote, the motion passed 15 Page 309 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 unanimously. C. Proposed Ordinance No. 23-005- First Reading - Approve The Pierce request for Rezoning (REZN 22-001) from Central Business District (CBD) to Mixed -Use Core (MU -C), property generally located at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. City Attorney Cirullo stated that there will be a single presentation for Items C -H, but the vote on the two ordinances and the other items can only be passed when the Ordinance is read at Second Reading, so they will need to be tabled. He read the Ordinance by title. He swore in anyone that may speak on this item. Jeff Burns, CEO of Affiliated Development, spoke about the following: economic impact, providing workforce housing, which will include 150 public parking spaces. He presented a picture of the site and spoke about working with City Staff and the community. City Manager Dugger asked about investment into the City. Mr. Burns spoke about pension funds, and investments into the pension funds with the City. He spoke about PPP. Mr. Burns showed a project video and spoke about the following: commercial on Ocean Avenue; parking in the middle of the site for safe access; focused on pulling the community in for a nice sense of connectivity; game area; parking garage; Dewey Park; prominent sense of arrival; landscape buffer variance; applications; rezoning from central business district to mixed use core; master plan and major site plan; new master plan and new major site plan; and abandonments. Elliot Young spoke about following: the four community design appeals; north garage elevation; south garage elevation; east garage elevation; and west garage elevation. Mr. Burns spoke about the following: height exception for the parking garage; site map of the area; renderings of the building; and art in public space. He mentioned working with the owner of the Ace Hardware Store and dealing with their comments and concerns. He commented about requiring the written consent of the nearby property owner, so they are requesting that this condition be removed. He said that they are a local developer and making sure that they take care of their residents is critical for them. Ms. Radigan commented about denial and approval of variances and revising the condition if the Commission would like to do the change. Commissioner Turkin thanked staff and Affiliated for the presentation and getting 16 Page 310 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 involved with the community from the beginning. He said that it is a little bit dense for that area and asked if there was going to be 150 workforce housing units. Mr. Burns confirmed it would be 150 units. Nick Rojas, from Affiliated Development, said the 1 bedroom will be $1380 and 2 bedrooms will be $1656, based on HUD. He spoke about the workforce salary ranges. Commissioner Turkin stated that this is most of the working class in Boynton Beach. He said that he would like the people who work in Boynton Beach to be targeted. Mr. Rojas said that they are committed to doing that. There was discussion regarding the issues with Ace Hardware Store. Commissioner Turkin stated that he appreciates the local touch with the artwork. Vice Mayor Cruz reiterated the public benefits to the community, the public parking spots and the workforce housing units. She asked how much can a unit increase per year for the workforce units. Mr. Rojas stated that they follow the HUD guidelines. Vice Mayor Cruz requested a green wall from the top floor to the bottom floor. Mr. Burns stated that they will put a green wall on elevated floors, because some areas might not get enough sunlight. Ms. Radigan spoke about two conditions of approvals that are required. There was discussion regarding the following: units in perpetuity; the alleyway; trash pickup; traffic; workforce housing and commuting; responsible for any damage to pipes; and lighted artwork on the garage. Commissioner Kelley thanked them for wanting to come to Boynton Beach and addressing the issues and concerns they had. Commissioner Hay asked if the boardwalk and Ace Hardware properties become available, would there be interest. Mr. Burns responded yes, because of the investment that they are putting into the project and the area. Commissioner Turkin commended Affiliated for accommodating the ice cream shop 17 Page 311 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 in the area and working with the community. Mayor Penserga stated that he is excited to see this being built. Public Comment: Bonnie Miskel spoke on behalf of three of the property owners and gave a history about these companies and working with Affiliated. She spoke about the abandonment concerns from the companies she represents, that are shown on "Exhibit A." Valerie Pleasanton, Ace Hardware owner, stated that she has been speaking to Affiliated for the last few days, but have not been prior to this. She said that she would not like the condition of approval to be removed. She spoke about needing to get out on 4t" Avenue, which they need for their business. Kim Kelley, owner of Hurricane Alley, stated that Affiliated keeps their word. She spoke about the history of her company. She explained the appeal to the project, and said that it is time to say yes to the project. Don Georges, Electrical Engineer, said that he echoes Ms. Kelley's comments. He explained the amenities that are needed and Affiliated giving what the area needs. He spoke positively about the men working for Affiliated, and about investments to the area with this project. He said that they should approve this project. Barbara Ready stated that her friend Valerie from Ace Hardware does not agree with this. She spoke about plants behind Hurricane Alley. She said that they are fighting the alleyway. Courtland McGuire stated that this project checks a lot of boxes. He said that they recommended to work with Ace Hardware and it should be an easy fix. He said that they voted yes on the condition at the P&D Meeting 3-2. Ernest Mignoli stated that this is overdevelopment, and there will be accidents and traffic. He said that he is concerned with the Commission doing what they want to do. He spoke about crime in the area. Ms. Radigan spoke about the proposal for the abandonment request and access through the site in conjunction with the abandonment. There was further discussion regarding abandonment of the alleyway; abandonment of a right-of-way and allow cross access agreement; redesigning the project over the past few years; continuing working with the other property owners; rezoning the two pieces between the alleyway; requiring additional variances if one item does not work out; treating all business owners with respect; access to 4t" Street; language 18 Page 312 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 regarding the condition to continuing working with other businesses; possible cross access agreement; and accommodating local businesses. Motion: Vice Mayor Cruz moved to approve Ordinance No. 23-005 at First Reading. Commissioner Turkin seconded the motion. In a roll call vote, the motion passed unanimously. D. Proposed Ordinance No. 23-006- First Reading. Approve request for Abandonment of the 225 -foot long segment of the 20 -foot wide right-of- way located within the northern section of the proposed The Pierce development approximately 175 feet south of the East Boynton Beach Boulevard centerline (a.k.a. "North Alley") (ABAN 22-001), the 225 -foot long segment of the 40 -foot wide NE 1st Avenue right-of-way (ABAN 22- 002), and the 335.02 -foot long segment of the 20 -foot wide right-of-way located within the southern section of the proposed The Pierce development, approximately 150 feet north of the East Ocean Avenue centerline (a.k.a "South Alley") (ABAN 22-003). Applicant: Jeffery Burns, Affiliated Development. Motion: Commissioner Hay moved to approve Ordinance No. 23-006 at First Reading. Commissioner Kelley seconded the motion. In a roll call vote, the motion passed unanimously. E. Approval of Variance (ZNCV 23-002) of Part III, Chapter 4, Article II, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Vice Mayor Cruz moved to table this item to the March 9, 2023 Commission Meeting. Commissioner Hay seconded the motion. The motion passed unanimously. F. Approve request for a New Master Plan (MPMD 22-005) and New Major Site Plan (NWSP 22-004) for The Pierce mixed-use development to allow the construction of an eight (8) -story building with 300 dwelling units, 17,089 square feet of commercial space, associated recreational amenities, and parking on a 3.04 acre site, located generally at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. 19 Page 313 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Vice Mayor Cruz moved to table this item to the March 9, 2023 Commission Meeting. Commissioner Hay seconded the motion. The motion passed unanimously. G. Approve request for four (4) Community Design Appeals (CDPA 22-002, 23-006, 23-007, & 23-008) of Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages, which prohibits freestanding parking garages from having frontage on any arterial or collector roadway, to allow for alternative design solutions for the freestanding parking garage as proposed, for The Pierce mixed-use project in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. Motion: Vice Mayor Cruz moved to table this item to the March 9, 2023 Commission Meeting. Commissioner Hay seconded the motion. The motion passed unanimously. H. Approve request for Height Exception (HTEX 23-001) to allow the freestanding parking garage egress staircase of the The Pierce mixed-use project to be constructed at 77 feet 11 inches, 2 feet 11 inches above the maximum allowable height of 75 feet in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. Vice Mayor Cruz moved to table this item to the March 9, 2023 Commission Meeting. Commissioner Hay seconded the motion. The motion passed unanimously. Vice Mayor Cruz requested a recess at 11:11 P.M. Mayor Penserga resumed the meeting at 11:30 P.M. I. Approval of a Major Master Plan Modification for Boynton Beach Town Square to amend the number of proposed dwelling units, project phasing, and allow for additional commercial area. Applicant: Robert Singer, Time Equities, INC. Mayor stated that Items 8 I -M will be presented simultaneously. City Attorney Cirullo explained each item and how the motions should be done. He read the Ordinance title into the record. City Manager Dugger stated that Staff has been working hard on this project, and he 20 Page 314 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 recognized staff that has worked on this item. He mentioned the different issues they have gone through with this project. Ms. Rossmell stated that this ordinance is a 2nd hearing and spoke about the following regarding Town Square as follows: history; and legal status. Ms. Radigan spoke about the following regarding Town Square: master plan overview; phasing and responsibility; public phases (4); and public phases (1). Bradley Miller, Urban Design Studio, spoke about the following: Master Plan: private partnership; Time Equities, Inc.; Casa Mara; pictures of development site; approved master plan; proposed master plan; site data and project summary; code vs proposed; additional commercial; water and sewer capacity; traffic; parking; and traffic impact analysis; parking spaces required; north building- Boynton Beach and Seacrest; north building- south view; street view- SE 2nd Avenue; street view -Boynton Beach Blvd.; economic impact; and questions. Robert Singer stated that the staff has been amazing. He said that they really do understand what the residents want this to be. He mentioned that they are here for the long run. Commissioner Kelley stated that she appreciates their willingness to work with staff to see this through. Mayor Penserga asked if there was another presentation. Ms. Radigan stated that Ms. Rossmell still had a presentation to present. Ms. Rossmell spoke about the following regarding legal: Development Agreement; parking agreement; temporary parking easement; continuing parking lease agreements; operating expenses; the City must...; the City can...; the City cannot...; the Owner must...; and the Owner can... There was discussion regarding parking hours; employees using parking spaces; parking garage rules; percentage of hours that the City has control over parking spaces; City hall employee parking dedication; overnight parking; parking during City events and commercial spaces; terminology could make a big difference; and calculation of parking spaces. Mayor Penserga asked if the 30 years for replacement of the parking garage is standard. Ms. Rossmell explained that this is to make sure that there is sufficient parking. Mr. Singer said it is standard. 21 Page 315 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Ms. Rossmell continued her presentation as follows: The owner cannot...; what if the owner defaults; what if the City defaults; assignment and liability; increases our level of protection; additional legal items; escrow agreement; and next steps -tonight's requests. Ms. Radigan spoke about next steps. There was discussion regarding the development agreement lender requiring the development agreement to be subordinate to the construction financing; and master plan modifications and amending the development to have more units- 20 units per phase. Public Comments: Cory Gray, with E2L, spoke about subsections L & K. He spoke about E2L being a part of this project and a separate agreement with JKM, and E2L was not part of this. Courtland McGuire stated that prior management got us in this mess. He said that this is going to define their term, and said that when this is built, not a lot of people are going to look favorable at this, because it is just more rentals. He said that P&D recommended no, because it is too dense. Harry Woodworth stated that we need to salvage the situation, and this seems like a deal that can move forward. He mentioned that they have the financing and they are here. Ernest Mignoli stated that the first project wound up in litigation and legal fees. Virtual speakers: 2 Mark Myer stated that he is the president of Inca, and said that he would like the Commission to entertain this with a limit to the density. Michael Wilson stated that he likes the setbacks, and agrees that the density is a bit on the high side. He explained what he likes about this project, and asked for a minimized density. He said that he appreciates Time Equities adding to the retail. There was discussion regarding the idea of considering some type of metric for the density, acknowledging the developer is asking for less than what is allowed as of now, and by right, they could ask for more. Mr. Singer stated that there are 64 units that they are not going to apply for, they are maintaining the units at 898. 22 Page 316 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Vice Mayor Cruz asked for it to be a part of the agreement. There was discussion regarding what Mr. Singer has said, that they will not come back to request more units; maybe adding this to the site plan as a condition; site plan being consistent to the master plan; minor modifications do not have to come back to the Commission, they are reviewed by staff; language in the master plan will say 898, and the Commission can say no if it does not say that. Motion: Commissioner Hay moved to approve a Major Master Plan Modification for Boynton Beach Town Square to amend the number of proposed dwelling units, project phasing, and allow for additional commercial area. Commissioner Kelley seconded the motion. The motion passed unanimously 4-0, with Commissioner Turkin not responding. J. Proposed Resolution No. R23-022- Approve and authorize the Mayor to sign the Temporary Parking Easement Agreements and all documents associated therewith between the City of Boynton Beach and Boynton Beach Town Center Apartments, LLC. Motion: Vice Mayor Cruz moved to approve Resolution No. R23-022. Commissioner Kelley seconded the motion. The motion passed unanimously 4-0, with Commissioner Turkin not responding. K. Proposed Resolution No. R23-023- Approve and authorize the Mayor to sign a Continuing Parking Lease Agreements (North and South) between the City of Boynton Beach and the Boynton Beach Town Center Apartments, LLC. Commissioner Hay moved to approve Resolution No. R23-023. Vice Mayor Cruz seconded the motion. The motion passed unanimously 4-0, with Commissioner Turkin not responding. L. Proposed Resolution No. R23-024 - Approve and authorize the Mayor to sign the Escrow Agreement and any and all documents associated therewith between the City of Boynton Beach and Boynton Beach Town Center Apartments, LLC., and Goren, Cherof, Doody & Ezrol, P.A., as Escrow Agents. 23 Page 317 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Motion: Commissioner Hay moved to approve Resolution No. R23-024. Vice Mayor Cruz seconded the motion. The motion passed unanimously 4-0, with Commissioner Turkin not responding. M. Proposed Ordinance No. 23-004- Second Reading - Approving and authorizing the proper City Officials to enter into a Development Agreement with Boynton Beach Town Center Apartments, LLC., an affiliate of Time Equities, Inc., for the development of certain real property within the area known as Town Square. Commissioner Kelley moved to approve Ordinance No. 23-004 at Second Reading. Commissioner Hay seconded the motion. In a roll call vote, the motion passed unanimously 4-0, with Commissioner Turkin not responding. 9. City Manager's Report- None 10. Unfinished Business A. Proposed Resolution No. R23-019- Approve and authorize the Mayor to sign a First Amendment to Comprehensive Agreement for Ground Lease and Training Facility with Primetime Sports Group, LLC to amend the original Agreement to increase the allowable size of the Facility, update the Conceptual Site Plan, and increase the amount of time for substantial/final completion. Item moved to the beginning. B. Proposed Resolution No. R23-020- Approve and authorize the Mayor to sign the ARPA Subrecipient Partnership Agreements with Boynton Beach's nine (9) public schools for a total amount of $848,500. Below is a list of the City's public schools: • Freedom Shores Elementary • Forest Park Elementary • Poinciana STEM Elementary • Galaxy E3 Elementary • Crosspointe Elementary • Rolling Green Elementary • Citrus Cove Elementary • Congress Middle 24 Page 318 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 • Boynton Beach Community High Item moved to the beginning. 11. New Business -None 12. Legal A. Proposed Resolution No. R23-021- Approve and authorize the Mayor to sign the Declaration of Restrictive Covenant restricting the future park site in the Leisureville subdivision to use as a passive public park. Item moved to the beginning. 13. Future Agenda Items A. Update on EcoPark, requested by Commissioner Kelley. - March 9, 2023 B. Consider revised local rules for approval. - March 21, 2023 C. Continue discussion on adding a new sister city, requested by Commissioner Turkin - March 2023 D. Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - TBD E. Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin - TBD F. Review Advisory Board Ordinance, requested by Commissioner Kelley. - TBD G. Discussion regarding future cemetery lots in Boynton Beach, requested by Commissioner Hay- TBD H. Discussion for Ordinance regarding tints for paraphernalia shops, requested by Commissioner Turkin - TBD I. Look into lowering or waiving arts impact fees for small businesses, requested by Commissioner Turkin- TBD J. Discussion regarding changing minimum requirements for traffic studies, requested by Commissioner Turkin- TBD K. Update regarding speedbumps throughout the City, requested by 25 Page 319 of 744 Meeting Minutes City Commission Meeting Boynton Beach, FL February 21, 2023 Commissioner Turkin-TBD L. Discussion regarding bringing more jobs to the City at former ToysRUs site, requested by Commissioner Turkin- TBD Motion: Commissioner Cruz moved to adjourn the meeting. Commissioner Kelley seconded the motion. The motion passed unanimously. There being no further business to discuss, the meeting was adjourned at 1:41 A.M. CITY OF BOYNTON BEACH ATTEST: Maylee De Jesus, MMC City Clerk 26 Page 320 of 744 7.A. Requested Action by Commission: Approval to issue a Purchase Order for the rental of a 1.000 Kilowatt (KW) emergency backup generator and cables at the East Water Treatment Plant (EWTP) from Pantropic Power Cat for a monthly cost of $11,056.80 and service cost of $2,095.00 twice a year for a total annual cost of $136,871.60. Utilizing the Sourcewell NJ PA Contract #062320 -CAT, previously approved by Commission on February 15, 2022. Explanation of Request: Contract Period: September 17, 2020 - August 27, 2024 The East Water Treatment Plant operating permit requires an emergency backup power system to enable continuity during any power outage. Installation of a permanent backup power system is underway. However, the Plant requires a temporary generator until the permanent backup power system installation is completed. The pricing is based upon Sourcewell NJ PA Contract # 062320 -CAT and Pantropic Power Cat is an authorized Caterpillar Dealer. Sourcewell NJ PA procurement process satisfies the City's competitive bid requirements. How will this affect city programs or services? The rental of an emergency generator provides continuity of water service to customers. Fiscal Impact: Money is budgeted in account number 401-2811-536-44.30 for rental, and account number 401-2811-536-46.20 for service costs. Alternatives: The City of Boynton Beach could issue its own bid for these services but, the City benefits from bid pricing secured by a governmental agency offering a larger scope of work. Strategic Plan: High Performing Organization, Public Health and Safety Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Page 321 of 744 Attachments: Type D QLAOtE)S D Cointract D OthE)ir D OthE)ir Description Fliriciing firoirn I ocall CATDE�,a�blir' S0L.Jlir'C,E)W(.)ll INJ IFIA Cointract IRI:::: F1 aind AddE)indUlirns SOLArcEwc..�fll INJ IC IA S0L.Jlir'C,E)W(.)ll INJ IFIA 062320 CAT Fliriciing II info Page 322 of 744 j V' Item ID DESCRIPTION jAdditional Descritpion UNIT PRICE Pantropic Power, Inc. 1 One Source, One Call, One Solution www.uautropiacom $ 10,840.00 8205 NW 58th ST Miami, FL 33166 Contract For: Brian Heller 124 E Woolbright Road Boynton Beach, Fl 33435 Phone 561-742-6420 Cell Email: Hellerb(a bbfl.us Comments or Special Instructions: JOBSITE: City of Boynton Beach Name: Address: SAME DATE 1/30/2023 Contract # RAGO1302023-1 Customer Acct. #: 3516800 Contract valid until: 3/l/2023 Roberto Garcia Email: Roberto_Garcia@pantropic.com Phone: (305) 592-4944, ext. 3022 Cell: (305) 970-5902 START DATE COLLECTION PERIOD ESTIMATED END DATE SHIFT TAXABLE? INSURANCE? TERMS OF PAYMENTS 1/30/2023 MONTHLY 1/1/2024 Standby (0 hrs) No Yes Net 30 12 QUANTITY Item ID DESCRIPTION jAdditional Descritpion UNIT PRICE AMOUNT 1 XQ1000_NC 1000 KW Generator,intemal 1250 g fuel tank. Fuel consumption is 53.0 g/hr at3/4load. $ 10,840.00 $ 10,840.00 $ 20 4 Odd 50 Ft 4/0 50' Cam Lok Cable n/e 20 4 Odd Female Lugged 4/0 Female Lugged Pigtail n/e 20 4 Odd Male Bare 4/0 MB Pigtail n/e Loss Waiver Loss Waiver 14% Rental_Evf Environmental Fee 2% $ 216.80 Rental_Fue Fuel Charge $ - Re Trans—E Rental Transport External R/T to and from Job Site $ `o t1 �urvpol t coT as Thi, �iv p�uci oll the (`n st $ Re_Mainten Rental Maintenance PM is required every 250 horns ofnm $ ihne. hivoiwd sepmtely as needed $ - EachPMwslis $ 2,095.00 $ *Notes: SUBTOTAL $ 11056.80 TAX RATE SALES TAX $ OTHER $ 1st MONTH TOTAL $ 11,056.8F $ 11,056.80 SUBSEQUENT MONTH/S TOTAL qp&'P o C7areia Rental Sales Customer Signature (Required): Printed Name: Date: PO #: Page 323 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT Solicitation Number: RFP #062320 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 510 Lake Cook Road Suite 100, Deerfield, IL 60015 (Vendor or Caterpillar). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires August 27, 2024 unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. While Caterpillar is Vendor under the Contract, pursuant to Section 10(a) it will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Rev. 2/2020 Page 324 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT Participation Agreement with Caterpillar obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Caterpillar shall be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Caterpillar will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Caterpillar under the terms of this Contract. Rental equipment may not be current year model and may be used, having been rented by Participating Dealer's prior customers. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Any warranties granted to Participating Entities shall be granted solely by the Participating Dealer renting or otherwise providing the Equipment, Products or Services, as agreed between the parties. If rented equipment needs repair or replacement during the rental period, the Participating Dealer will repair or replace the Equipment at its cost and expense; provided that if the repair or replacement is as result the Participating Entity's misconduct, abuse, misuse, neglect or negligence, such Participating Entity will be responsible for the cost of repair or replacement. Except as expressly stated herein, all warranties, including any implied warranty of merchantability or of fitness for a particular purpose are expressly excluded and disclaimed. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and Rev. 2/2020 Page 325 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT contract number, formal rental rate quotes will list all costs, including delivery expenses, such as freight and permits (when required). Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. Rev. 2/2020 Page 326 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Caterpillar will not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products, or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Caterpillar may work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Rev. 2/2020 Page 327 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Participating Dealers with payment made to the dealer as agreed. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or any Participating Addendum, are to be negotiated between a Participating Entity and Participating Dealer, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Participating Dealer may agree to provide a performance bond that meets the requirements set forth in the Participating Entity's order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone Rev. 2/2020 Page 328 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; Rev. 2/2020 Page 329 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for one percent (1%) multiplied by the total net rental revenue (excludes freight, permits, and fees) of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter as the administrative fee. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. Rev. 2/2020 Page 330 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Provided, however, that Caterpillar is permitted to subcontract certain of its rights and obligations to Caterpillar dealers for performance without Sourcewell's prior written consent. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. Intentionally omitted. 11. LIABILITY 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. Rev. 2/2020 Page 331 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION Intentionally omitted. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY. Intentionally omitted. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. Rev. 2/2020 Page 332 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: Rev. 2/2020 10 Page 333 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Rev. 2/2020 11 Page 334 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without 30 days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. A Participating Dealer may waive subrogation against a Participating Entity on a case-by-case basis. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Participating Dealers must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Participating Dealers conduct with Sourcewell and Participating Entities. Rev. 2/2020 12 Page 335 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320 -CAT 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Intentionally omitted. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell DocuSigned by: By: 9DO6489... Jeremy Schwartz Title: Director of Operations & Procurement/CPO Date: 9/16/2020 1 10:23 AM CDT Approved: ��''D11occuSigned by: By: — 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO Date: 9/17/2020 1 1:42 PM CDT Rev. 2/2020 Caterpillar Inc. jD�ocuSignedd by: By: - sca sesc('s s1a9 Chris Gustafson Title: Global Accounts & Allied Prod. Mgr. Date: 9/17/2020 1 11:39 AM PDT 13 Page 336 of 744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 RFP 062320 - Equipment Rental with Related Services Vendor Details Company Name: Caterpillar Inc Does your company conduct business under any other name? If IL yes, please state: 100 NE Adams St Address: Peoria, IL 61629 Contact: Darren Wilson Email: Wilson_Darren_R@cat.com Phone: 309-265-4542 HST#: Submission Details Created On: Monday May 18, 2020 15:44:18 Submitted On: Tuesday June 23, 2020 16:17:32 Submitted By: John Frame Email: Frame_John_J@cat.com Transaction #: 08b57e2d-460c-40d2-a160-12248816b576 Submitter's IP Address: 34.69.162.10 Bid Number: RFP 062320 Vendor Nam ' Ite- llNnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (and applicable d/b/a, if any): Caterpillar Inc. 2 Proposer Address: 510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015 3 Proposer website address: caterpillar.com CAT.com 4 Proposer's Authorized Representative (name, title, address, Chris Gustafson email address & phone) (The representative must have Global Accounts & Allied Prod Mgr. authority to sign the "Proposer's Assurance of Compliance" GUSTAFSON_CHRISTOPHER_D@cat.com on behalf of the Proposer and, in the event of award, will 1 309 675 4802 be expected to execute the resulting contract): 5 Proposer's primary contact for this proposal (name, title, John Frame, address, email address & phone): Rental National Accounts Mgr., Governmental Segment Frame _ John _J@cat. com 309-675-2891 6 Proposer's other contacts for this proposal, if any (name, Chris Gustafson title, address, email address & phone): Global Accounts & Allied Prod Mgr GUSTAFSON—CHRISTOPHER—D@cat.com 1 309 675 4802 Table 2: Company Information and Financial Strength Line Question Item Bid Number: RFP 062320 Response" Vendor Namge or74c4 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 7 Provide a brief history of your company, including your Caterpillar was founded in 1925 when two entrepreneurs company's core values, business philosophy, and industry merged their companies: Holt Manufacturing Company and longevity related to the requested equipment, products or C.L. Best Tractor Company. The merger was a great services. success because the ethics of both men were focused on high quality products and the best customer support. Since the founding 95 years ago, Caterpillar Inc. has retained the culture of focusing on customer needs and supporting products after the sale. Our company culture is keenly focused on customer satisfaction and every employee realizes that a customer's experience using the product will determine whether he or she will continue to purchase, lease, or rent Caterpillar products & services in the future. The key to this satisfaction is two -fold: develop & provide the best products and services that empower our dealers to offer the best support. Through this combination, we are proud to prove that our products and services offer the best value to our customers regardless of where they are located. We can prove measurable advantages in total owning and operating costs as well as intangible benefits in terms of standard safety features and telematics information sharing; as well as and many training, fleet health, and application support services offered by our dealers. Please refer to attached "Caterpillar Code of Conduct" in the attached "Financial Strength and Stability" zip folder for details regarding our corporate core values and business philosophy. 8 What are your company's expectations in the event of an Caterpillar is honored to have served Sourcewell and its award? members' who have purchased CAT construction equipment, work -tools, and electrical power generation products through Sourcewell since 2008. Furthermore, we are proud to have earned the Sourcewell Legacy Award in 2019. Caterpillar contributes well over half of the revenue Sourcewell receives in the current Heavy Construction (purchase) contract (032119 -CAT) and look forward to the opportunity to further grow business and serve members' needs together through a rental contract. Bid Number: RFP 062320 Vendor Nam ' N iNnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 9 Demonstrate your financial strength and stability with Maintaining financial strength is a critical priority for meaningful data. This could include such items as financial Caterpillar. We receive debt ratings from the major credit statements, SEC filings, credit and bond ratings, letters of rating agencies. Caterpillar is "mid -A" rated by S&P and credit, and detailed reference letters. Upload supporting Fitch and has a "low -A" rating with a positive outlook from documents (as applicable) in the document upload section of Moody's. Maintaining our "mid -A" credit rating is critical to your response. our cash deployment priorities. Due to our prudent focus on financial strength, on a comparative basis Caterpillar has generally demonstrated higher profitability, lower leverage, and better liquidity than our competitor peer group. Our liquidity position is extremely strong with typically the highest percentage of cash as a percent of total assets on the balance sheet vs our competitors. Please see five-year financial summary recently published in the attached "2019 Caterpillar's SEC form 10K Financial Summary" in the "Financial Strength and Stability" zip folder , which provides additional details about our financial position. The full text of the 239 -page 10-K document can be found on our public website: hftp://\mAm.caterpillar.com/enlinvestors/sec-filings.html In 2019, Caterpillar sales and revenues were $53.8 billion. In 2019, Caterpillar delivered record profit per share of $10.74 per share and ended 2019 with $8.3 billion of enterprise cash. After paying uninterrupted rising annual dividends for more than two decades, Caterpillar, Inc. (NYSE: CAT) reached the 25th consecutive year mark for inclusion in the elite group of companies designated as Dividend Aristocrats. In addition to a minimum of 25 consecutive years of dividend hikes, a company must be a component of the S&P 500 index and must have a market capitalization of at least $3 billion to qualify as a Dividend Aristocrat. 10 What is your US market share for the solutions that you are CAT dealers are independent businesses. As such proposing? Caterpillar cannot share their rental revenue market share. However, with Cat Rental Stores, Cat heavy equipment, Cat Power Systems, and dealer crane rental locations; Caterpillar has the largest rental fleet based on OEC in North America. 11 What is your Canadian market share for the solutions that CAT dealers are independent businesses. As such you are proposing? Caterpillar cannot share their rental revenue market share. However, with Cat Rental Stores, Cat heavy equipment, Cat Power Systems, and dealer crane rental locations; Caterpillar has the largest rental fleet based on OEC in North America. 12 Has your business ever petitioned for bankruptcy protection? No. Caterpillar Inc. has never been bankrupt. If so, explain in detail. Bid Number: RFP 062320 Vendor Namge R ' P�" DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 13 How is your organization best described: is it a Caterpillar is a manufacturer of construction, mining, energy 16 manufacturer, a distributor/dealer/reseller, or a service and transportation equipment, technology and provider of provider? Answer whichever question (either a) or b) just related services. below) best applies to your organization. we are highlighting some recognition received in 2018 & a) If your company is best described as a Caterpillar Inc. is a world class manufacturer which distributor/dealer/reseller (or similar entity), provide your distributes products through a vast and capable dealer written authorization to act as a distributor/dealer/reseller for network. the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company CAT dealers are strong independent companies and in North owned? America alone they have a combined net worth of billions of b) If your company is best described as a manufacturer dollars. Their large valuation is a competitive advantage or service provider, describe your relationship with your because it allows them to have the infrastructure to support sales and service force and with your dealer network in customers regardless of location, industry, fleet size, or delivering the products and services proposed in this RFP. application. We believe the service parts inventory Are these individuals your employees, or the employees of a maintained by CAT dealers is the largest of any construction third party? equipment and power systems brand. Another advantage of independently owned dealers is that they know their customers and market well. They tailor their services specifically to their customers' needs. Caterpillar and each dealer have signed a sales and service agreement that outlines the specific expectations from both parties. In a broad overview, Caterpillar manufactures products and sells them to CAT dealers. The dealers then sell, lease and rent those products to customers. Caterpillar does not sell directly to state, province, nor local governments. Although Caterpillar will sign this contract as a manufacturer, CAT dealers will be given the opportunity to avail themselves of the rental business presented by the contract and will execute all the transactions with governmental, educational and non-profit customers as they do today. This includes but is not limited to consultation, quoting, accepting payment, delivery, warranty support, parts sales, and service. This is no different than sales and rentals occurring outside the terms of this agreement. Caterpillar dealers heartily embrace Sourcewell contracts #032119 -CAT, #120617 -CAT, and all of them have been trained in there use and as such will already be familiar with Sourcewell's rental contract. In fact, the Sourcewell contract covering equipment & work -tools for purchase (032119 -CAT) was leveraged by more than 90% of our dealers in 2018 and 2019. Caterpillar offers specific discounts to Sourcewell members. By renting to members under the Sourcewell contract, participating CAT dealers agree to honor those discounts. 14 If applicable, provide a detailed explanation outlining the To the extent of our knowledge, we are unaware of specific licenses and certifications that are both required to be held, licenses or certifications required to pursue the business and actually held, by your organization (including third parties covered by this RFP. and subcontractors that you use) in pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" information that has Caterpillar Inc. has not been suspended or disbarred in the applied to your organization during the past ten years. Past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or recognition that Please note: To list all the awards received in the past five your company has received in the past five years years would unnecessarily lengthen our response. For brevity, we are highlighting some recognition received in 2018 & 2019. Sourcewell Legacy Award -2019 Bid Number: RFP 062320 Vendor Namge IFP� " DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Bid Number: RFP 062320 -2018 Corporate Awards & Recognition • Forbes Magazine America's Most JUST Companies -- Forbes World's Most Reputable Companies 2018 -- #47 • Fortune 500 -- #65 • Dow Jones Sustainability Index -- 19 -year member • Fortune World's Most Admired Companies 2018 -- #43 • Forbes America's Best Employers for Diversity 2018 -- Top Veteran -Friendly Companies 2018 -- U.S. Veterans Magazine • Woman Engineer Magazine -- Top 50 Employers 2018 - #21 • Minority Engineer Magazine -- Top 50 Employers 2018 - #15 • CAREERS & the disABLED Magazine -- Top 50 Employers 2018 -- #9 • Human Rights Campaign Foundation Corporate Equality Index 2018: Score = 90 • Forbes 2018 Top 25 Places to Work in Brazil -- #5 • Forbes Best Employers for Women 2018 -- #245 • Interbrand Best Global Brands 2018 -- #82 • Top 150 Global Licensors — Global License • Top 1,000 companies with the Strongest Female Leaders — Mogul • 7 Companies with Impressive Mentorship Programs — Glassdoor • Top -Rated Workplaces: Best For Veterans — Indeed • Best Product Support in 2018 — Brazilian Association of Technology for Construction and Mining • Facility of Distinction for Safety — Indonesia • Certification on Promoting Work Life Balance — Japan »2018 Product Awards & Recognitions Top 100 Awards from Construction Equipment magazine • D8T TTT • Next Gen 20 -ton HEX • 24 MG • 903D CWL • UTVs Contractor's Choice Awards from Roads & Bridges magazine • PM622 — Gold • AP1055F — Gold • AP555F — Gold • SE60 V XW — Gold • CB66B — Gold • CS56B — Gold • D6T — Gold • 315F CR — Gold • 335F CR — Gold • 962M — Gold • 140M3 — Gold • B20 — Gold • Grade Control — Bronze • Product Link — Bronze • 420F2 — Gold • 304.5E2 XTC — Silver • 299D2 XHP — Gold • TH255C - Gold • 777G — Gold Top 50 Award from Equipment Today magazine • 320 GC, 320 and 323 Next Gen HEX Twenty for 2018 Award from Landscape Business magazine • UTVs Vendor Namge MY' P7" DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 17 What percentage of your sales are to the governmental The governmental & educational sector is extremely CAT equipment purchaser: sector in the past three years important to Caterpillar. We do not track government and Lac La Biche County, AB Manager education separately. However, it is safe to assume that the CAT equipment purchaser: Mark Chileen, Director of Public Works bulk of these sales is to state, county, municipal, and County of St. Paul, AB special districts. We have a dedicated team to ensure CAT equipment purchaser: Clayton Funk, Fleet Manager success in this market. Overall, the percentage of our sales Douglas County, KS to non-federal governmental agencies varies between 11% CAT equipment purchaser: Joey Auche, Fleet Operations and 26%. City of Newport News, VA Superintendent Some of our product families are highly focused and CAT equipment purchaser: Klamath Tom Crist, Operations Manager designed for governmental customers. With these products, County Solid Waste, OR we see the percentage of our sales to government as high as 75%. 18 What percentage of your sales are to the education sector The governmental & educational sector is extremely in the past three years important to Caterpillar. We do not track government and education separately. However, it is safe to assume that the bulk of these sales is to state, county, municipal, and special districts. We have a dedicated team to ensure success in this market. Overall, the percentage of our sales to non-federal governmental agencies varies between 11% and 26%. Some of our product families are highly focused and designed for governmental customers. With these products, we see the percentage of our sales to government as high as 75%. 19 List any state, provincial, or cooperative purchasing contracts While CAT dealers would typically hold contracts with states that you hold. What is the annual sales volume for each of and provinces, as an exception Caterpillar holds the state these contracts over the past three years? contract with Ohio. Additionally, we are contract holders with National IPA and NASPO ValuePoint. Just as we would never share Sourcewell transaction information with other cooperatives, we don't feel it would be honorable to share the volumes of those contracts. However, we are happy to report that of all cooperative contract sales, most are transacted via Sourcewell. 20 List any GSA contracts or Standing Offers and Supply Caterpillar holds GSA contract GS -30E -0018U, Schedule Arrangements (SOSA) that you hold. What is the annual 23V Automotive Superstore. The sales volume is more than sales volume for each of these contracts over the past three $9.2M per year. Caterpillar also holds GSA EPG contract years? GS07F5666R, Schedule 56 Buildings and Building Materials. The sales volume is approximately $1M per year. We do not allow our dealers to use our GSA contracts. Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name* Phone Number* CAT equipment purchaser: Les Cote, Equipment Maintenance (780) 623-6815 Lac La Biche County, AB Manager CAT equipment purchaser: Mark Chileen, Director of Public Works (780) 645-3006 County of St. Paul, AB CAT equipment purchaser: Clayton Funk, Fleet Manager (785) 331-1333 Douglas County, KS CAT equipment purchaser: Joey Auche, Fleet Operations (757) 848-8406 City of Newport News, VA Superintendent CAT equipment purchaser: Klamath Tom Crist, Operations Manager (541) 891-5687 County Solid Waste, OR Bid Number: RFP 062320 Vendor Namge U PP " DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type State / Province* Scope of Work* Size of Dollar Volume Past trained in the industry. We ask CAT dealer sales people to Transactions Three Years City of Minneapolis Government Minnesota - MN Construction 102 machines $2.6 million Public Works Fleet remains current on all product updates. Specifically, as it Equipment relates to governmental sales, each dealer has one or more Div. people named to be a key liaison between us as a manufacturer, and their dealer sales team. This person is City of Raleigh Government North Carolina - NC Construction 110 machines $2.2 million In North America, our dealers employ more than 53,000 Equipment people across the machine, energy, parts, and service State of Maine Government Maine - ME Construction 223 machines $1.5 million Dept. of service and support. Equipment The dealer sales teams are supported by a network of Transportation Caterpillar professionals. Each dealer has in -territory support of 5-8 Caterpillar sales/marketing employees. It is the City of North Las Government Nevada - NV Construction 48 machines $0.9 million Vegas and to adapt to marketplace changes. Beyond the territory Equipment experts, the sales and marketing department at Caterpillar is State of Utah Government Utah - UT Construction 25 machines $0.8 million the -scenes" to ensure industry leading product design, up-to- Equipment date product information, and maintaining the ease of doing Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* 23 Sales force. The CAT dealer salesforce is the most capable and highly trained in the industry. We ask CAT dealer sales people to be consultants and to advise customers on the best solutions. As a manufacturer we request our dealers to follow strict training protocols to ensure our sales force remains current on all product updates. Specifically, as it relates to governmental sales, each dealer has one or more people named to be a key liaison between us as a manufacturer, and their dealer sales team. This person is offered additional in-depth training on Sourcewell and ensures that all contract terms are followed. In North America, our dealers employ more than 53,000 people across the machine, energy, parts, and service divisions. Of this number more than 8% (4400) are in machine and parts sales; more than 39% (21,000) are in in service and support. The dealer sales teams are supported by a network of Caterpillar professionals. Each dealer has in -territory support of 5-8 Caterpillar sales/marketing employees. It is the responsibility of these people to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes. Beyond the territory experts, the sales and marketing department at Caterpillar is staffed by more than 600 people whose mission is to focus on customer satisfaction. Even more are employed "behind - the -scenes" to ensure industry leading product design, up-to- date product information, and maintaining the ease of doing business in an increasingly connected marketplace. Bid Number: RFP 062320 Vendor Namge N' ' P7" DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 24 1 Dealer network or other distribution methods. 25 Service force. Bid Number: RFP 062320 The CAT dealer network is key to the success of our company. Within Canada and the United States, we have more than 800 dealer owned locations that rent equipment. Please refer to our directory listing of CAT dealers locations and locations map in the attached "Additional Documents" zip file / "Cat Dealer Rental Locations -Canada & U.S." folder. are independently owned, and many cover an entire state or province. (In some cases, dealers cross state/provincial boundaries, and in other cases, more than one dealer will be located in a state.) Each dealer has multiple branch locations and a mobile service fleet that can serve customers regardless of location. These are all physical locations our governmental customers may use. Because of the size of CAT dealers, they are exceptionally capable to serve governmental customers. Collectively, CAT dealers' large net worth permits them to stock a high volume of replacement parts — allowing governmental customers the fastest turnaround on parts availability and repair time. CAT dealers recognize the importance of governmental business to their overall success and they each have one or more governmental specialists whose job it is to serve governmental agencies well. Please refer to the CAT dealer rental locations list and map included as attached documents. We at Caterpillar are very proud of the saying: "The sales department sells the first machine; the service department sells every one after that." The CAT dealer network in North America collectively employs more than 20,000 factory trained technicians, parts experts, product support managers and other service-oriented staff. These people are supported with the best repair shop equipment and materials. As machines and engines are constantly updated, so too are our service experts. We conduct product -specific training every week of the year. Technician shortage is an industry- wide concern, but because CAT dealers are large, long established companies, they can offer strong compensation and benefit packages that encourage the best people to seek employment and to retain them once hired. Caterpillar works very closely with dealers and through a program called "Think Big," we are able to keep the pipeline of high quality employees full. In addition to the technicians and mechanics that work on the machines directly, each dealer has a service support staff that includes customer -facing consultants who are responsible for working with customers to set up maintenance and repair schedules to ensure the best possible up -time. Collectively, service support staff makes up the bulk of each dealers' staff. Roughly half of their personnel investment goes to ensuring customer success via product support. The dealer service teams are supported by a network of Caterpillar professionals. Each dealer has in -territory support of 5-8 Caterpillar parts/service employees. It is the responsibility of these people to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes. Beyond the territory experts, the service and support groups at Caterpillar are staffed by thousands of people whose mission is to focus on post -sale customer satisfaction. Even more are employed "behind -the -scenes" to ensure technical literature is up to date, service standards are adhered to, and repair questions are answered quickly. We exceed our 95% 1 -hour response rate target in responding to dealer service inquiries. Vendor Namge 45or744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 26 27 28 Describe in detail the process and procedure of your customer service program, if applicable. Include your response -time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. Identify your ability and willingness to provide your products and services to Sourcewell participating entities in the United States. Identify your ability and willingness to provide your products and services to Sourcewell participating entities in Canada. We are proud that our reputation stands on having the best customer support in the industry. In fact, our capabilities are industry leading. Should a customer ever have a problem or issue with a machine, their Cat dealer is empowered to resolve that issue locally. If the problem is a result of a defect in material or workmanship, Caterpillar will cover that completely within the standard warranty period. Every Caterpillar dealer has a common detailed service process in place. Caterpillar supports and verifies that the dealer service technicians are supplied with the tools and equipment needed to repair all Caterpillar products. Technicians have access to an electronic library of technical information including Service Letters, Technical Information Bulletins, System Operations, Troubleshooting, and Disassembly and Assembly manuals. These manuals are provided for every Caterpillar product. Each dealer also has one or more "Technical Communicators" who is dedicated to supporting the service technicians by acting as a liaison between their shop personnel and Caterpillar. The service technicians also have a dealer support network (DSN) system with direct access to Caterpillar's Service Engineers. Caterpillar responds to more than 95% of all high priority tickets within one hour. Depending on a customer's needs, they may choose to handle service issues themselves, in conjunction with their dealer, or they may ask their dealer to handle them entirely. To meet the varying desires of each customer, Caterpillar offers a wide range of service programs: • Cat EM Solutions • Cat Equipment Care Advisor -Monitor • Cat Equipment Care Advisor -Protect • Cat Inspect • Condition Monitoring • Customer Support Agreements • S -O -S Services We are happy to serve all geographic areas and all Sourcewell Member sectors, within the United States with our complete product and service offering through Sourcewell. Caterpillar has successfully utilized Sourcewell to sell machines in 49 States and Canada. We are happy to serve all geographic areas and all Sourcewell Member sectors, within Canada with our complete product and service offering through Sourcewell. In fact, we see the Canadian market as a significant growth opportunity for Sourcewell use and will actively encourage its use. Caterpillar is gaining significant momentum with Canadian sales through Sourcewell contract #032119 -CAT. In 2018, Caterpillar sales growth in Canada for machines through 032119 -CAT increased nearly 400% over the previous year. Bid Number: RFP 062320 Vendor Namge U PP " DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 29 Identify any geographic areas of the United States or CAT dealers maintain over 800 equipment rental locations Canada that you will NOT be fully serving through the that serve every state and province throughout the United proposed contract. States and Canada. Caterpillar has successfully utilized Sourcewell to sell machines in 49 States and Canada. We are happy to serve all geographic areas within the United States and Canada with our complete product and service offering through Sourcewell. Cat dealers are independently owned businesses. Consequently, before dealers can participate in national accounts contracts, including those resulting from proposals to Sourcewell RFPs such as 062320; they must "opt -in" by signing a Dealer Participation Agreement with Caterpillar Inc. Please refer to Table 16: Exceptions to Terms, Conditions, or Specifications For, contract section 2 for further explanation regarding CAT dealer participation. 30 Identify any Sourcewell participating entity sectors (i.e., We are happy to serve all Sourcewell Member sectors, government, education, not-for-profit) that you will NOT be within the United States and Canada with our complete fully serving through the proposed contract. Explain in detail. product and service offering through Sourcewell. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit Caterpillar's cooperative purchasing and rental contracts are your ability to promote another contract? non-exclusive; i.e. none of them restrict Caterpillar from promoting any other cooperative purchasing contracts. Cat dealers are independently owned businesses. Consequently, before dealers can participate in national accounts contracts, including those resulting from proposals to Sourcewell RFPs such as 062320; they must "opt -in" by signing a Dealer Participation Agreement with Caterpillar Inc. Please refer to Table 16: Exceptions to Terms, Conditions, or Specifications Form, contract section 2, for further explanation regarding CAT dealer participation. 31 Define any specific contract requirements or restrictions that There are no restrictions or limitations for sales to members would apply to our participating entities in Hawaii and in Hawaii, Alaska, or U.S. Territories. However, because Alaska and in US Territories. products available in Hawaii, Alaska, or U.S. Territories are different from those within the U.S. and Canada, we may need to adjust our product list and provide revised pricing as Sourcewell expands to serve these markets. Table 7: Marketing Plan Line Question Item Bid Number: RFP 062320 Response" Vendor Namge I of P 7 4 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 32 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. 33 Our current marketing strategy with Sourcewell contract #032119 -CAT proves to be effective, with year over year sales growth through this contract; including over 75% in 2019 vs. the previous year. Should we be fortunate enough to be awarded a contract for equipment rental in response to RFP #062320, we will proudly announce the award publicly through our multiple customer facing touchpoints which may include: • Press Release • Governmental Solutions Magazine (Caterpillar produced magazine distributed to governmental customers in the US and Canada • Government Training & Safety Days (governmental customer training events at Caterpillar facilities) • Announcement in our monthly governmental customer eNewsletter • Announcement on our social media channels (FB, Instagram, Linkedln) • Feature on our governmental focused website: www. cat. com/governmental • Display mentions at all governmental tradeshows we attend • Updated literature with the new contract information. Some examples are included as attached documents. However, we will use the opportunity of this newly awarded contract to update and redesign our materials to include our equipment rental offering. Describe your use of technology and digital data (e.g., Caterpillar and the CAT dealer network are leaders in using social media, metadata usage) to enhance marketing emerging technologies to reach our customers. We manage effectiveness. several Facebook pages, Instagram, Linkedln, etc. and can target governmental segments separately. We also look at past purchase history and financing information to recognize in advance when customers may be considering replacing machines that they own. Bid Number: RFP 062320 We have a subscription to a third -party database (Deltek) which we use to monitor future funding. It is our intention to reach out (via CAT dealers) to these potential customers and recommend the Sourcewell solution as they prepare for future purchases and equipment rentals. Vendor Namge ��� PP " DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 34 In your view, what is Sourcewell's role in promoting contracts We count on Sourcewell to promote themselves, awarded 36 arising out of this RFP? How will you integrate a Sourcewell- contracts and the viability of cooperative purchasing and awarded contract into your sales process? rental in general. We appreciate Sourcewell's presence in entities. Include details, such as whether training is standard industry media, tradeshows, and their web presence. We or optional, who provides training, and any costs that apply. also appreciate Sourcewell's 'Get to Know You' training forums, which many Caterpillar dealer sales teams have attended throughout the United States. While Sourcewell should continue their currently strong marketing efforts, we believe it is also our responsibility to promote the contract with our customer base. Some examples of our marketing efforts are mentioned in our response to line item 32. We will also encourage these conversations between our sales force and the buyers and influencers who are considering our equipment for purchase. As Sourcewell is already well on the way to be the preferred selling method to non-federal governmental entities by Cat dealers, we will also encourage them to utilize the rental contract as well. There is a team of dedicated corporate governmental specialists whose job is to assist dealers with sales and rentals. These team members are experts in cooperative purchasing and work daily with 37 Describe any technological advances that your proposed customers and dealers to answer questions and to facilitate its use. Caterpillar also has a Governmental Affairs team who will continue to work closely with Sourcewell's Governmental Affairs staff, when necessary, to lobby for procurement codes that allow the use of Cooperative Contracts. 35 Are your products or services available through an e- Our parts division lends itself best to e -procurement and procurement ordering process? If so, describe your e- many CAT dealers offer that capability to customers via a procurement system and how governmental and educational dealer portal. customers have used it. Our machines are complex and often custom -configured. A consultative salesperson is integral to ensuring that machines are configured and built to perform well in their expected duties. For this reason, we do not offer a company -wide e - procurement option. Our dealers are innovators however, and if they offer e -procurement now or in the future we are pleased to allow Sourcewell members to use that option. Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, maintenance, or operator All dealers offer basic operation, safety, and maintenance training programs that you offer to Sourcewell participating training with every sale. Should a customer desire more entities. Include details, such as whether training is standard advanced training, such as productivity improvement or or optional, who provides training, and any costs that apply. advanced repairs, each of our dealers can supply that training. Often there is a cost associated with that specific additional training and it would be negotiated between the dealer and the customer. Caterpillar also offers training programs directly to customers in three areas — operation, safety, and service. Members may access courses online, via CDs, or through instructor - led classes leading to operator certifications. The fees for these services vary depending on the depth of training desired. These high-level instructor -led courses can be conducted at one of our dedicated training facilities in the US, or on a customer's local site using their own equipment. Advanced repair courses may occasionally be made available to non -dealer mechanics. Current course options are available through dealer product support departments. These courses have a fee which varies according to class length and materials. 37 Describe any technological advances that your proposed Technology is a key product differentiator for Caterpillar. To Bid Number: RFP 062320 Vendor Namge 1 PP " DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 products or services offer. Bid Number: RFP 062320 describe each of them in detail would expand the length of this response beyond a reasonable level. For brevity, key technologies are referenced below. More detail is available on our product pages on www.cat.com. Remote monitoring and telematics are available on every machine. This allows customers and dealers to monitor machine health and operation with the intent of early issue detection. Through our proprietary fleet monitoring software, we are leaders in using technology to prevent unexpected downtime. Motor Graders • Auto shift Transmission – maintains consistent torque through shifts with reduced forces and variations • Eco Mode - Save up to 10 percent on fuel consumption • Blade Slope Meter - Reduces the dependence on manual grade checking. • Cross Slope Indicate - provides a real time readout of cross slope on the machine display • Auto Cross Slope - Save up to 40 percent in material with the Cat GRADE Cross Slope feature • Cat Grade - Ensures machine readiness for additional 2D/3D grade control technologies • Stable Blade - Senses blade bounce before the operator to reduce manual throttle use and site rework • Rearview Camera - enhances visibility along with a heated lens to prevent snow buildup Dozers • Auto shift Transmission with Lockup Torque Converter – Saves up to 20% of fuel with no operator input • Electric Drive Transmission (option) – Saves up to 35% of fuel with no operator input • Slope Indicate - provides a real time readout of cross slope on the machine display • Slope Assist - automatically maintains blade slope without a GPS signal • Cat Grade with 3D - enables operators to improve grading efficiency, accuracy, and productivity in both production dozing and finish grading applications • AutoCarry – automatically controls blade lift for more consistent blade loads and less track slip • Stable Blade – monitors blade pitch and automatically controls the blade for smoother finishes • Rearview Camera - enhances visibility with HD quality and back-up lines Excavators • Eco Mode - automatically adjusts engine and hydraulic power for the highest fuel efficiency—less power for tasks such as swinging and more power for digging • Cat Grade with 2D - helps operators reach grade faster eliminating grade checkers • Cat Grade with 3D – increases productivity and expands grading capabilities • Dig Assist – Automatically controls boom and bucket movements to deliver more accurate cuts with less effort • Payload measuring - delivers precise load targets with on -the -go weighing • eFencing - automatically stops excavator motion using boundaries you set in the monitor for the entire working envelope—above, below, sides and front • Birds eye 360 view Camera - rearview and right -side - view cameras always keep operators aware of their surroundings Wheel Loader • Electric Drive Transmission (option) - Maintains productivity while operating 25 percent more efficiently • Eco Mode - reduces fuel consumption with minimal Vendor Namge � � INnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 38 Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. impact to productivity • Payload measuring - brings payload weighing to the cab so operators can work more productively and deliver accurate loads with confidence • Ride Control - works as a shock absorber, improving ride quality over rough terrain • Object Detect — increases operator awareness around the machine and provide alerts to help keep people and assets safe on the job site • Rearview Camera - enhances visibility with HD quality Backhoe • 4WD Auto Shift 6 speed Transmission with Lockup Torque Converter - allows effortless gear and direction changes while maintaining continuous traction throughout the work cycle for better torque and added fuel efficiency • Ride Control - provides a much smoother ride in all applications • Variable Speed Steering — reduces number of steering wheel rotations when rotated faster. Skid Steer Loader/ Compact Track Loader • Remote Task — allows operator to precisely control the machine from a safe location • Cat "Intelligent Leveling" system (ILEV) provides industry leading technology, integration and features such as dual direction, self -leveling, work tool return -to -dig and work tool positioner • Speed Sensitive Ride Control - improves operation on rough terrain, enabling better load retention, increased productivity, and greater operator comfort. At Caterpillar, sustainability is an important commitment to building a better world. Sustainability is part of who we are and what we do every day — it is one of Caterpillar's core values. We recognize progress involves a balance of environmental stewardship, social responsibility, and economic growth. We consider this as we work toward a vision of a world in which people's basic needs — such as shelter, clean water, education, and reliable energy — are fulfilled. We provide work environments, products, services, and solutions that make productive and efficient use of resources as we strive to achieve our vision. We believe this commitment supports the enduring success of our customers, stockholders, dealers, and our people. Caterpillar is a proud 20 -year member of the Dow Jones Sustainability Indices, including both the World and North America indices. The annual DJSI process follows a best -in - class approach, evaluating numerous corporate economic, environmental, and social performance factors. For more on sustainability at Caterpillar, please visit our 2019 Sustainability Report at: hftp://reports.caterpillar.com/sr/ The 2020 report will be available in 2021. Examples of sustainability in action at Caterpillar follow below: INNOVATION: Caterpillar aims to help customers use less fuel and generate fewer greenhouse gas (GHG) emissions. We continue to develop products with fewer direct emissions. In addition, we're increasing our investment in high -efficiency energy conversion and electrification — working to increase power density, expand the use of alternative fuels, maximize efficiency of power systems, and introduce electrification into our product lines while significantly decreasing owning and operating costs. In doing so, we help our customers improve their own operations, while also driving our industry to Bid Number: RFP 062320 Vendor Namge 9 e"'11 �7 nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Bid Number: RFP 062320 improve. REMANUFACTURING: Caterpillar strives to provide customers with quality equipment that delivers the best economic proposition for their business. We remanufacture (reman) and rebuild products and components that provide customers not only with immediate cost savings, but also help extend life cycles and use materials more efficiently. Rebuild programs increase the lifespan of equipment by providing customers with a restored product for less cost than buying new. A complete Cat® Certified Rebuild includes more than 350 tests and inspections, automatic replacement of approximately 7,000 parts and a like -new machine warranty. Caterpillar takes a systems view of the life of our products. We design and manufacture them for multiple lives, our dealers support and service them to maximize their value to the customer, and we remanufacture them at the end of their useful life to deliver the next generation of value. Our engineering and manufacturing expertise, field population and dealer organization make this possible. This total life cycle approach allows us to provide sustainable solutions that help customers build a better world. FLEET EFFICIENCY: Reducing waste and conserving natural resources on job sites are increasingly important goals of many of Caterpillar's customers as they seek to realize the full value of their assets on the job site. Our Job Site Solutions team works in partnership with Cat® dealers to help customers find innovative ways to improve their operations and be more competitive in the marketplace — solutions that often deliver additional sustainability benefits. For instance, optimizing fleet efficiency not only reduces costs, but can also improve the maintenance and component replacement cycles of individual machines. Better maintenance execution can extend the life of a machine, which in turn reduces raw material consumption. RESPONSIBLE MANUFACTURING: At our facilities, we work to minimize our environmental impact by focusing on energy conservation, GHG emission reduction, water conservation and waste reduction. We have set energy -efficiency targets in our operations since 1998 and have set GHG emission -reduction targets since 2003. We currently have operational targets for an increased reliance on alternative and renewable energy and a reduction in energy intensity and GHG emissions intensity. As a manufacturer of heavy equipment, some of Caterpillar's operations are energy -intensive. But even in our most energy - dense environments, Caterpillar employees have found ways to implement innovative energy solutions that reduce our energy costs as well as our environmental impacts. With respect to water, we recognize the far-reaching economic, social, and environmental implications that water scarcity may have in the future and have taken steps to reduce our consumption. Finally, we are minimizing waste in our processes not only to reduce costs, but also to reduce our use of materials, energy, water, and land. We ultimately aim to reduce all waste generated by our production processes. SUSTAINABLE CONSTRUCTION: Our goal is to design all new facilities to meet Leadership in Energy and Environmental Design (LEED) or comparable green building criteria. Facilities designed to the LEED criteria are more energy - Vendor Namge or744 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 39 Identify any third -party issued eco -labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to - cradle), or other green/sustainability factors. and resource -efficient than traditional construction. LEED facilities are also designed to create a healthier indoor environment for employees. All our facilities that completed construction in 2017 met LEED or comparable green building criteria. By taking a critical look at every phase of our operations, teams have been able to uncover unexpected methods to reduce our footprint while maintaining or improving performance and customer satisfaction. We are proud to share the following metrics METRIC CHANGE FROM 2006 to 2019: • Absolute Change in GHG Emissions 41% Reduction • Operational Energy intensity 32% Reduction • Waste Generation Intensity 21% Reduction • Absolute Water Consumption 37% Reduction METRIC CURRENT LEVEL: • Alternative/Renewable Energy Use 35.5% • Waste Recycled 87.1% Plants certified with ISO 14001:2004 Environmental Management System include: • Anchor Coupling - Goldsboro, NC - ISO 14001:2004 - Sept 2018 • Anchor Coupling - Menominee - ISO 14001:2015 - Jan. 2021 • Gen Sets - Newberry - ISO 14001:2004 - Nov. 2017 • Mapleton - 14001:2004 self -certification - issued January 2013 • Reman Services - Corinth, MS - ISO 14001:2015 - Sept. 2021 • Reman Services - Franklin - ISO 14001:2004 - May 2017 Plants certified with ISO 14001:2004 Environmental Management System include: • Anchor Coupling - Goldsboro, NC - ISO 14001:2004 - Sept 2018 • Anchor Coupling - Menominee - ISO 14001:2015 - Jan. 2021 • Gen Sets - Newberry - ISO 14001:2004 - Nov. 2017 • Mapleton - 14001:2004 self -certification - issued January 2013 • Reman Services - Corinth, MS - ISO 14001:2015 - Sept. 2021 • Reman Services - Franklin - ISO 14001:2004 - May 2017 Bid Number: RFP 062320 Vendor Namge 11 : 0P� nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 40 Describe any Women or Minority Business Entity (WMBE), Two of our dealers in North America are owned by women: Small Business Entity (SBE), or veteran owned business Foley Equipment, with territory primarily in Kansas and certifications that your company or hub partners have Missouri; and Cashman Equipment based in Nevada. In obtained. Upload documentation of certification (as addition to these two owners, there are 31 other women in applicable) in the document upload section of your response. our North American dealer network who hold the titles of President, Vice President or Director. One of the more recognized initiatives within Caterpillar's Global Supply Network Division is the Caterpillar Inc. Proprietary Information Supplier Diversity program, which spurs economic growth by increasing business opportunities to minority-owned, women -owned, veteran- and service - disabled veteran -owned, small disadvantaged businesses and those certified in HUBZones, all while ensuring expectations are met with regards to quality, velocity, capacity, and cost. Currently more than 37% of our direct and indirect purchasing is conducted with suppliers in these categories. Caterpillar is a proud member of the National Minority Supplier Development Council (NMSDC). We also use the System for Award Management (SAM), SBA, and NMSDC databases to locate SDB, VOSB, SDVOSB and HUBZone suppliers. Supplier Diversity is discussed with Global Supply Network Division leadership during the Monthly Operating Results Review meetings. This in turn forces accountability for diverse supplier inclusion by measuring drivers, such as the number of sourcing projects, which include Diverse Suppliers and the values of the projects in which they participate. The goal is to create greater transparency to determine which teams are creating inclusive environments, and which are not. Bid Number: RFP 062320 Vendor Nam ' I�T'11 �7 nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 41 What unique attributes does your company, your products, or RELIABLE RENTAL EQUIPMENT: your services offer to Sourcewell participating entities? What CAT dealers keep their rental fleets fresh. Industry data makes your proposed solutions unique in your industry as it demonstrates that the average age of rental equipment in applies to Sourcewell participating entities? CAT dealers' fleets, is consistently less than the rental industry as a whole. Please refer to in the attached "Additional Documents" zip folder for the "Rental Fleet Asset Age Comparison -Cat vs. Industry" chart for the data. BEST OVERALL VALUE / LOWEST LIFE CYCLE COST: Caterpillar products deliver the best value for the money. While we rarely have the lowest initial purchase price, we are happy to demonstrate to customers that our machines offer the lowest overall owning and operating costs when factors such as fuel efficiency, repair frequency, productivity, and resale value are factored in. We believe that government agencies are tasked to be the best stewards of taxpayer funds and our products can prove that they are the best solution. Sourcewell members are in the best position to allow these discussions to take place in contrast to a local bid situation where the focus is often only on initial price. CAT SAFETY SERVICES / SAFETY FEATURES: In addition to the tangible, measurable aspects of the life cycle cost equation, we also bring our focus on safety to every product that we manufacture. Quantifying a human life or debilitating injury is impossible, but each machine has industry-leading features that strive to minimize the possibility for accidents. In addition to built-in safety features, we also offer a suite of aftermarket safety products and services that are unique in the industry. Caterpillar Safety Services offers culture, jobsite & leadership assessments; safety and leadership training workshops; and a comprehensive continuous improvement process through consultative services. Services are facilitated by Safety Services consultants and training products can be purchased for self -implementation. Details on products and services are available at www.cat.com/safety. These products and services are available at a 15% discount from the list price. Technology Enabled Safety Solutions are tangible products designed to assist the implementation of a safety culture. We are pleased to offer these unique products at a 5% discount off list price. Examples of products and services available include (this list may be augmented as new products/services become available): a) Cat Detect suite of products (allows machines to sense people and objects near them) b) Driver Safety System (detects and reacts to signs of fatigue and distraction) c) Cat SmartBand (monitors activity and sleep data) PRODUCT ATTRIBUTES: Each product we sell offers unique operating, safety, and cost -savings advantages that are exclusive to Caterpillar. It is outside the scope of this response to itemize these differentiators. However, we provide many details on our web page at www.cat.com. Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims Bid Number: RFP 062320 Vendor Namge 9 e D PP nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response* 42 Do your warranties cover all products, parts, and labor? Yes. Caterpillar has the most extensive warranty coverage in the industry. We cover all products, parts, and labor with fewer exclusions than our competitors. Please see Attachment D for details. 43 Do your warranties impose usage restrictions or other We do not impose usage restrictions. We are pleased to limitations that adversely affect coverage? say that our warranties cover defects in material and workmanship for the time specified in the policy when the equipment is used as per design intent. 44 Do your warranties cover the expense of technicians' travel The Caterpillar warranties cover the cost of replacement time and mileage to perform warranty repairs? parts and the labor to install them, they do not cover travel time and mileage. Dealer territories vary considerably from state to state as do their policies about travel time and mileage during the warranty period. 45 Are there any geographic regions of the United States (and We have no restrictions on warranty repairs. One of our key Canada, if applicable) for which you cannot provide a differentiating strengths is our ability to service equipment certified technician to perform warranty repairs? How will regardless of where is it located. Sourcewell participating entities in these regions be provided service for warranty repair? 46 Will you cover warranty service for items made by other Warranty service for machines ordered from a Caterpillar manufacturers that are part of your proposal, or are these facility are generally provided by Caterpillar and performed warranties issues typically passed on to the original by Cat dealers. Some items, such as tires, are covered equipment manufacturer? under their manufacturers' warranties. 47 What are your proposed exchange and return programs and We warrant that upon delivery our products will be free from policies? defects in material and workmanship and will operate as intended. If they are not, we will make any necessary corrections. 48 Describe any service contract options for the items included We have a large variety of service contract options which in your proposal. can all be customized according to customer needs. Below are just two examples. More solutions are available, and we encourage members and dealers to explore all options. 1) Equipment Protection Plans (Extended Service Coverage/Cat Insurance): After the initial warranty period ends, members may choose to purchase additional protection plans to reduce their exposure to unplanned costs. These policies are written based on months and hours of operation. There are four standard levels of coverage: a) Powertrain b) Powertrain + Hydraulics c) Powertrain + Hydraulics + Technology d) Premier A description of all these options is included in the attached Equipment Protection Plans document. Important note: The purchase price for these Extended Service Coverage plans is lower for governmental agencies than it is for private buyers. 2) Customer Value Agreements (CVAs): A member may choose to enter into an agreement with their Cat dealer to perform routine maintenance and/or repairs. These contracts are customizable based on member needs. The selling Cat dealer can take responsibility for some or all the required service and maintenance needs to allow the agency to gain efficiency by focusing on the performance demands more than maintenance. CVAs are a useful tool to manage expenses. Most CVAs are bundled at the time of purchase; however, they may be added at any time. Bid Number: RFP 062320 Vendor Namge 9 e, 0P� nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? CAT dealers are independently owned businesses. As such, their payment terms vary, but all will be stated on individual rental agreements and invoices. 50 Do you provide leasing or financing options, especially those Yes. Participating CAT dealers offer both leasing and options that schools and governmental entities may need to financing options to governmental members of Sourcewell, at use in order to make certain acquisitions? rates lower than available to the general public. 51 Briefly describe your proposed order process. Include Our simple order process has been and will continue to be enough detail to support your ability to report quarterly sales well appreciated by Sourcewell and Sourcewell members: to Sourcewell as described in the Contract template. For 1) When a Sourcewell participating entity decides to rent example, indicate whether your dealer network is included in from a participating Cat dealer, they simply include their your response and whether each dealer (or some other Sourcewell member number and Sourcewell contract number entity) will process the Sourcewell participating entities' on the Rental Delivery Order they issue to the participating purchase orders. Cat dealer. 2) Upon acceptance of the rental order the participating CAT dealer issues the rental agreement to the Sourcewell participating entity, and at the entity's direction, either makes ready for pick-up or delivers the equipment. 3) Commensurate with the entity's credit standing, the participating CAT dealer will invoice the entity at the conclusion of the contracted rental term or upon return of the equipment; whichever occurs first. 4) If the rental is for an extended period of time, e.g. more than one month, the participating Cat dealer in consultation with the Sourcewell participating entity; may invoice the Sourcewell participating entity at a periodic interval, e.g. at the conclusion of each week or month. 5) Upon payment receipt from the Sourcewell participating entity, the participating CAT dealer will, on a monthly basis, submit a report to Caterpillar of equipment rental transactions to participating Sourcewell members renting equipment using the Sourcewell-CAT rental contract. Such reports will include the member number provided to the dealer by the participating Sourcewell entity. 6) On a monthly basis, Caterpillar will aggregate these reports . On a quarterly basis, Caterpillar will submit a consolidated report along with payment of the Sourcewell administration fee. Important Note: Should a member wish to include additional terms and conditions to this contract, or to otherwise request a Participating Addendum, that agreement/PA should be executed between the member and the Cat dealer directly. 52 Do you accept the P -card procurement and payment Because Cat dealers will be receiving payments directly process? If so, is there any additional cost to Sourcewell from members, accepting P -card procurement will be at their participating entities for using this process? discretion. Many dealers do accept this method without additional fees. Some have limitations on the amount that can be processed. Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question I Response* Item Bid Number: RFP 062320 Vendor Namge Will DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 53 Describe your pricing model (e.g., line -item discounts or Our pricing model is simple. Participating CAT dealers will product -category discounts). Provide detailed pricing data offer participating Sourcewell members, national not -to - (including standard or list pricing and the Sourcewell exceed rental rates. discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If Please refer to Attachment "2020 CAT RENTAL RATES - applicable, provide a SKU for each item in your proposal. SOURCEWELL" which includes rates for the U.S. (pages 1 - Upload your pricing materials (if applicable) in the document 4) and Canada (pages 5-7) for nationwide daily, weekly, and upload section of your response. monthly rental rates for a wide variety of CAT branded equipment, as well as a selection of popular equipment from other OEMs represented by CAT dealers. These Sourcewell not -to -exceed nationwide rental rates represent the maximum rate that a Participating Dealer may charge Sourcewell participating entities. Local rental rate market conditions vary greatly. Consequently, dealers may be able to offer additional discounts in their local markets. 54 Quantify the pricing discount represented by the pricing Because rental rates vary considerably across the U.S> and proposal in this response. For example, if the pricing in your Canada, the discounts applied in the attached "Cat 2020 response represents a percentage discount from MSRP or Rental Rates-Sourcewell" rate schedule are net rates that list, state the percentage or percentage range. include an average of 10% off already applied. Caterpillar strongly encourages Sourcewell members to ALWAYS contact their local participating CAT dealer and request rental rate quotes specific to the Sourcewell members equipment needs and the dealer's local market. Additionally, we are pleased to offer a discount of 15% off all products and consulting services under the Cat Safety Services Umbrella; and 5% off our Technology Enabled Safety Solutions. Please refer to the attached documents and visit www. safety. cat. com and www.safelyhome.cat.com for details on these services. 55 Describe any quantity or volume discounts or rebate Participating CAT dealers are empowered to consider rental programs that you offer. order volume, repeat rentals, member responsiveness, etc. They may offer participating Sourcewell members additional discounts and/or services at their discretion. 56 Propose a method of facilitating "sourced" products or Sourced goods / Open Market Items are available to related services, which may be referred to as "open market" members from our Cat dealers. The prices for these goods items or "nonstandard options". For example, you may or services will represent fair market value and will be supply such items "at cost" or "at cost plus a percentage," determined between the member and the selling dealer. We or you may supply a quote for each such request. encourage Cat dealers and members to use this option as it facilitates complimentary products and streamlines the procurement process. Participating Sourcewell members and participating CAT dealers are responsible for including the Sourcewell membership number on all documentation related to these purchases. Caterpillar Inc. is not a party to these sales or rentals and is exempted from including them in the quarterly reports. For audits, inclusion of a customer's Sourcewell member number on the PO and/or invoice shall be deemed sufficient. 57 Identify any element of the total cost of acquisition that is Machines are unique in their requirements for preparation NOT included in the pricing submitted with your response. prior to use. Some may require local final assembly due to This includes all additional charges associated with a their large size, others may have locally installed options (fire purchase that are not directly identified as freight or suppression, beacons, auto lube systems for example). When shipping charges. For example, list costs for items like pre- a dealer issues a quote for a machine, any additional costs delivery inspection, installation, set up, mandatory training, or will be itemized separately and are not subject to the initial inspection. Identify any parties that impose such costs Sourcewell discount. and their relationship to the Proposer. 58 If freight, delivery, or shipping is an additional cost to the There is no delivery fee to Sourcewell members who choose Sourcewell participating entity, describe in detail the to pick-up equipment from their local participating CAT complete freight, shipping, and delivery program. dealer. If delivery is requested, participating dealers may charge for haulage and permits that may be required. 59 Specifically describe freight, shipping, and delivery terms or Just as for members in the 48 contiguous states, there is programs available for Alaska, Hawaii, Canada, or any no additional cost to members who choose to pick up their offshore delivery. machine from their local participating Cat dealer. Dealers may charge fees for delivery to the member's location. Bid Number: RFP 062320 Vendor Namge 1� 1NnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 60 Describe any unique distribution and/or delivery methods or Equipment offered for rent can vary considerably in size and 61 options offered in your proposal. weight. If there are unique member requirements participating you plan to employ to verify compliance with your proposed CAT dealers will be happy to discuss these on a case by Contract with Sourcewell. This process includes ensuring that case basis. Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: Comments 61 d. other than what the Proposer typically offers (please describe). This proposal offers participating Sourcewell members the you plan to employ to verify compliance with your proposed ability to receive consistent and guaranteed "not -to -exceed" Contract with Sourcewell. This process includes ensuring that rental rates valid nationwide in the U.S. and Canada, for the Sourcewell participating entities obtain the proper pricing, term of this contact. Whereas previously, members would be that the Vendor reports all sales under the Contract each subject to variable local dealer pricing based upon quarter, and that the Vendor remits the proper administrative equipment availability and market conditions at the time of fee to Sourcewell. the rental transaction. Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that We plan to continue our very robust process to ensure you plan to employ to verify compliance with your proposed reporting speed, accuracy, and contract compliance. Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, Caterpillar and our Cat dealers have very close and trusting that the Vendor reports all sales under the Contract each relationships. Our dealers are long-established, and the quarter, and that the Vendor remits the proper administrative current process (under contract #032119 -CAT) is working fee to Sourcewell. well. • After month end, we will gather rental transaction data attributed to participating Sourcewell members who rent equipment via the Sourcewell-CAT equipment rental contract number: (TBD) and aggregate it for our reporting. • After quarter end, Caterpillar Inc. will send the quarterly rental transaction report and administration fee payment to Sourcewell for all items that are subject to the administrative fee. 63 Identify a proposed administrative fee that you will pay to Similar to Sourcewell contract #032119 -CAT; Caterpillar Sourcewell for facilitating, managing, and promoting the would be pleased to offer an administration fee of 0.50% of Sourcewell Contract in the event that you are awarded a rental revenue only earned by participating CAT dealers from Contract. This fee is typically calculated as a percentage of the rental of equipment to participating Sourcewell members Vendor's sales under the Contract or as a per-unit fee; it is through the Sourcewell-CAT equipment rental contract not a line -item addition to the Member's cost of goods. number: (TBD). Other charges, including transportation, (See the RFP and template Contract for additional details.) environmental fees, re -fueling, repairs and damages, cleaning charges and taxes will not be included in the administrative fee. Caterpillar will pay this fee and will not ask Sourcewell members to pay this fee. Participating CAT dealers will be required to provide Caterpillar a summary of transactions in order to provide Caterpillar and Sourcewell the necessary details to perform upon the administrative fee payment. Bid Number: RFP 062320 Vendor Namge M9 1NnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response* 64 Provide a detailed description of the equipment, products, Caterpillar is offering the rental equipment product lines as and services that you are offering in your proposal. listed in the attached "CAT 2020 Rental Rates-Sourcewell" Construction Equipment (describe heavy, a. Yes rate schedule. This includes over 130 items of Cat branded medium or light in Comment field) equipment as well as popular equipment from other OEM dealer for selection and current brands represented by participating CAT dealers. availability. Participating CAT dealers also offer hundreds of work -tool Construction Tools w: Yes attachments including augers, blades, brooms, buckets, forks, hydraulic hammers, and many more. dealer for selection and current In addition to rental machines and work tools, we are happy availability. to offer members access to used machines, parts, service, Electrical Tools a. Yes extended service coverage plans, CVAs, products from Cat Safety Services, sourced goods, and open market items. 65 Within this RFP category there may be subcategories of The construction and related equipment offerings include, but solutions. List subcategory titles that best describe your are not limited to: compressors, articulated trucks, articulated Heating, Ventilation and Air products and services. booms, backhoe loaders, cranes, crawler & wheel loaders, Conditioning (HVAC) Equipment track dozers & loaders, rollers, dump trucks, tracked & dealer for selection and current wheeled excavators, forklifts, generators, HVAC equipment, availability. compaction equipment including rollers, light utility vehicles, Material Handling Equipment a. Yes lighting equipment, motor graders, scissor lifts, skid steer and track loaders, sweepers and brooms, telehandlers, dealer for selection and current telescopic booms, trenching equipment, water trucks, and availability. welders. Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided to further clarify your offering, as necessary. Line Category or Type Offered Comments Item 66 Construction Equipment (describe heavy, a. Yes Visit local participating CAT rental medium or light in Comment field) No dealer for selection and current availability. 67 Construction Tools w: Yes Visit local participating CAT rental r No dealer for selection and current availability. 68 Electrical Tools a. Yes Visit local participating CAT rental No dealer for selection and current availability. 69 Heating, Ventilation and Air w: Yes Visit local participating CAT rental Conditioning (HVAC) Equipment r No dealer for selection and current availability. 70 Material Handling Equipment a. Yes Visit local participating CAT rental No dealer for selection and current availability. 71 Pumps t: Yes Visit local participating CAT rental r No dealer for selection and current availability. 72 Concrete and Masonry Equipment and a. Yes Visit local participating CAT rental Tools No dealer for selection and current availability. 73 Public Works and Utility Equipment t: Yes Visit local participating CAT rental r No dealer for selection and current availability. 74 Trucks and Trailers a. Yes Visit local participating CAT rental a` No dealer for selection and current availability. Bid Number: RFP 062320 Vendor Namge 1� 0P� nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 75 Waste and Debris Handling Equipment r. Yes Visit local participating CAT rental If you are awarded a contract, provide a few examples of Caterpillar, Inc. collects rental transaction data from CAT No dealer for selection and current dealers, industry trade associations, as well as 3rd party are having success with the contract. availability. 76 Generators a: Yes Visit local participating CAT rental members under this contract within each participating CAT r No dealer for selection and current dealer's service territory. availability. 77 Tree, Lawn, and Landscape Equipment r. Yes Equipment in these categories include, No skid steer loaders, compact track loaders, compact articulated wheel loaders, mini -hydraulic excavators, etc. Visit local participating CAT rental dealer for selection and current availability. 78 Snow and Ice Removal Equipment a. Yes This includes work -tools such as snow No plows and snowblowers. Visit local participating CAT rental dealer for selection and current availability. 79 Facility Maintenance and Cleaning r. Yes This includes work -tools including rotary Equipment r~ No brooms, utility brooms, pickup brooms. Visit local participating CAT rental dealer for selection and current availability. 80 Safety Equipment a: Yes Visit local participating CAT rental r No dealer for selection and current availability. 81 Temporary Shelters and Seating r Yes n/a r. No 82 Audio Visual Equipment and Public a` Yes n/a Address Systems a: No 83 Portable Sign Boards, Portable Traffic r Yes n/a Signals, Road Barricades and Signs r. No 84 Environmental conditions or Emissions a` Yes n/a Monitoring Equipment, Calibration and a: No Testing Equipment, and Imaging Equipment 85 Delivery, Installation or Setup, Removal, r: Yes Visit local participating CAT rental Repair, Maintenance, Equipment r No dealer for selection and current Training Programs, Safety Training availability. Programs 86 Used Rental Equipment Sales a. Yes Visit local participating CAT rental a` No dealer for selection and current availability. Table 15: Industry Specific Questions Line Item Question Response* 87 If you are awarded a contract, provide a few examples of Caterpillar, Inc. collects rental transaction data from CAT internal metrics that will be tracked to measure whether you dealers, industry trade associations, as well as 3rd party are having success with the contract. data analytics providers. We will closely monitor the total volume / value of rental business transacted with Sourcewell members under this contract within each participating CAT dealer's service territory. Bid Number: RFP 062320 Vendor Namge I��p0NnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 88 Identify any additional costs not included in the rental 1. Freight / delivery fees- There is no delivery fee to equipment cost, such as delivery fees, loading and unloading Sourcewell members who choose to pick-up equipment from fees, equipment fuel surcharges, environmental fees or their local participating CAT dealer. If delivery is requested, permits. participating CAT dealers may charge for haulage and permits that may be required. 2. Environmental fees: The local participating CAT dealer may charge an environmental fee not to exceed 1.5% of the rental rate. 3. Fuel Surcharges: As part of the pre -rental inspection process, equipment will generally be fully fueled unless prohibited by local ordinance. If equipment is returned with less fuel than when it was delivered, then the participating CAT dealer may charge the Sourcewell member for top -up fuel. Fuel charges are posted at the dealer shop and will be communicated when equipment is rented. 4. Cleaning and damages: The participating CAT dealer may charge for cleaning equipment that is not returned clean and for damages caused by the Sourcewell member. 5. Over hours or excess usage charges: If Participating Entity makes a greater use of the Rental Equipment, Participating Entity shall pay Participating Dealer additional rental charges for the excess use of the Rental Equipment as follows: for every hour of overtime the charge is equal to the applicable rate of the Rental Equipment Rental Price divided by the applicable maximum hours. Customer shall advise Participating Dealer when equipment is used more than a single shift. 89 Describe your rent -to -buy option program for new rental CAT dealers are independently owned and the rent -to -buy equipment, if applicable. options each offers will vary due to a number of factors including local market conditions. Sourcewell members interested in rent -to -buy options are encouraged to contact their local participating CAT dealer for locally available solutions. 90 Describe your used rental equipment sales program, if CAT Certified Used equipment is selected, inspected and applicable. serviced to a higher standard while still providing an economical purchase alternative. CAT dealers and CAT Finance have a massive inventory of used equipment for sale, from construction equipment and power systems to work tool attachments and allied products and more. Whether a Sourcewell member is looking for good used equipment, work -tools or an upgrade for an existing piece of equipment in their fleet; chances are, their local participating CAT dealer will have the equipment they need. CAT dealers currently have over 28,000 pieces of used equipment, generators, engines, and parts available for sale. Sourcewell members may purchase used equipment from the inventory of any CAT dealer in the U.S. and Canada at locally competitive prices. Please visit the CAT used equipment website for further details: hftps://catused.cat.com 91 Describe any training programs related to this proposal, Caterpillar and participating CAT dealers offer a such as OSHA training, safety training, or other related comprehensive range of equipment operation and safety certifications. training. OPERATOR TRAINING: Caterpillar Equipment Training Solutions (ETS) provides customers with training and support needed to improve the skill of their operators. The success of your construction or maintenance projects depends on the ability of your operators. Good equipment operators move the maximum amount of material in the minimum amount of time. They operate machines safely, and they know how to cut down on Bid Number: RFP 062320 Vendor Namge k iiNnQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Bid Number: RFP 062320 unnecessary wear and tear. Learn how to elevate your operators to higher levels of proficiency and get the full potential out of your investment with Caterpillar's suite of operator training solutions. Please visit our operator training website for further details: haps://www. cat. com/en—US/su pportloperati ons/operator- training1.html SAFETY SERVICES CONSULTATION & TRAINING: Safety is a core Caterpillar value and integral to everything we do — from equipment design to operator training to service delivery. Work together with Caterpillar to improve safety and productivity using proven methodologies to drive sustainable safety culture excellence. Safety Technology: Reduce risk in, on and around heavy equipment in challenging site conditions. Caterpillar provides solutions to keep workers away from hazardous conditions while improving awareness and visibility, especially when equipment and people are working in close proximity. • The safety of equipment operators and site support staff begins with safe and well-maintained equipment. Caterpillar provides equipment walk -around tools, technology and processes to ensure that equipment is regularly serviced, inspected and repaired, reducing the risk of injuries, incidents and property or equipment damage. • Grade and compaction control systems reduce the need for surveyors in the path of heavy equipment while building haul roads. These features also provide the ability to map equipment avoidance zones for unsafe slopes, high - walls, underground crushers and other hazards. • Object detection and visibility systems enhance operator awareness of the immediate environment around manned or remotely controlled equipment, whether it is a mobile machine or fixed equipment such as an underground longwall system. • Operator fatigue and distraction results from a combination of long working hours, repetitive duties, demanding production schedules, solitary work environments and challenging jobsite environments. It reduces worker productivity, but more importantly increases the risk of accidents, injuries and their associated financial fallout. Caterpillar provides in -cab technology to detect operator fatigue and distraction and deliver real-time alerts to the driver and dispatcher. Our fatigue risk management services include shift -worker training to manage fatigue, supervisor training for fatigue identification and intervention, shift scheduling and roster analysis, and support for fatigue analytics/human error analysis. Behavioral Operator Education: Improve site productivity and operator safety. Safe operation of a mobile machine starts with understanding the capabilities and limitations of the machine and the skills and competencies of the operator. • Operator training delivered by Caterpillar Certified Operator Trainers is customized for the unique skills and competencies of your operators as well as the specific machines in your fleet. Building on the basics of walk around inspections and standard operations, our program targets specific improvements identified at your site through equipment data analysis and site observations, enabling operators to maximize the safe operation of the machine. • Accident and abuse analysis provides critical insight into how the machine is being operated. With an understanding of your site, the design and operating characteristics of the machine and data analysis we can identify operator techniques that adversely affect safe operation. Working together with the site management we Vendor Namge 99T P 7 nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Bid Number: RFP 062320 develop a monitoring, communication and training program that modifies operator behavior. Safety Culture Development: Build a sustainable culture of safety excellence. A culture of safety excellence is built by continuously improving processes, management systems and the underlying culture. • Whether you're at the beginning of your safety journey or preparing to move to the next level, a cultural assessment will help you determine where to focus your continuous improvement efforts. The Safety Perception Survey from Caterpillar Safety Services reveals employee attitudes and beliefs to help you make fact -based, data -driven decisions. • The successful development of a safety culture starts with the leadership of an organization and extends through all levels and functional areas to the front-line operators and site support staff. Caterpillar safety training programs and workshops, apply proven business principles to improve communication, elevate safety awareness, reduce complacency, and adopt action plans that eliminate risk. Our safety culture products help you elevate safety as a core business value. o S.T.A.R.T.TM Safety performance is dependent upon leadership actions that demonstrate a relentless commitment to a culture of zero. Supervisor Training in Accountability and Recognition Techniques (S.T.A.R.T.TM) elevates safety performance by demystifying safety management, providing managers and supervisors with the skills to impact safety perceptions and behaviors throughout your organization. o Speak Up!/Listen Up! Effective communication is a cornerstone in building a strong, sustainable culture of safety excellence, but talking about safety doesn't always come naturally on the job site. Speak Up!/Listen Up! gives employees simple tools and a practical process for delivering and receiving safety-related feedback effectively. o Recognize It! Focus on the positive and eliminate blame to further a culture of safety excellence. Recognize It! training provides the tools to help supervisors more effectively acknowledge what workers do right. The key take- away? As soon as a supervisor observes someone working safely, he or she needs to call it out in a timely, sincere and specific way. • Our rapid improvement workshops engage front-line employees in developing systems that integrate safety activities into everyday processes. Use data from equipment, site conditions and operators to identify and mitigate risks. Establish the baseline, use root -cause analysis and leverage accountability and recognition to develop a sustainable solution. PUT OUR CAPABILITIES TO WORK IN YOUR BUSINESS Caterpillar Safety capabilities can be provided as individual services, but are most valuable when delivered as part of a comprehensive plan to optimize site performance. For more information about optimizing your financial resources, contact an expert at info@collaboratewithcat.com or visit Col I aborateWithCat. com. Please refer to attached "CAT Safety Services Agreement National Accounts template.pdf' for description of services offering and applicable discounts that will be extended to Sourcewell participating entities. Vendor Namge 4p0 44 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 92 Describe maintenance responsibility (e.g., vendor or end Participating Dealer must, at its expense, perform all normal user) related to long-term rentals. periodic maintenance on the Rental Equipment. Normal periodic maintenance is included in the Rental Price, when Rental Equipment is operated by Customer within fifty miles of Participating Dealer's service facility. Participating Dealer will determine the periodic maintenance charges for Rental Equipment operated in excess of fifty miles from a Participating Dealer service facility. Customer must, at its expense, maintain the Rental Equipment in proper condition by performing adjustments and lubrication, set forth in the Operation and Maintenance Manual ("OMM"), including, without limitation: (a) on a daily basis checking and maintaining all hydraulic, transmission, cooling and fluid systems, tire pressure, and all battery fluid and charge levels; (b) on a daily basis checking teeth, cutting edges and tire conditions; (c) repairing and replacing damaged tires as needed; and (d) using the Rental Equipment in the manner prescribed by the applicable manufacturer. Except for the adjustments, lubrication, inspections and repairs described above, Customer shall not permit anyone to service, repair or alter the Rental Equipment without Participating Dealer's prior approval. If the Rental Equipment fails to operate properly or requires repair, Customer must immediately stop using the Rental Equipment and notify Participating Dealer of the mechanical condition or damage. As it pertains to any equipment on the attached "CAT 2020 RENTAL RATES-SOURCEWELL" rate schedule, where the rental rates are designated as "CALL'; scheduled maintenance charges are not included. In such case, the Customer and the dealer will price those separately. 93 Describe procedures for repair or replacement of rental Once the Sourcewell member takes delivery of the rental equipment that becomes inoperable during the rental period. equipment, the local participating CAT dealer will be there to provide ongoing support. Members can reach their local participating CAT dealer by phone whenever they have questions or need technical support. Around-the-clock repair service is available to handle unexpected mechanical issues quickly and reduce unproductive downtime. Upon notification of equipment malfunction, local participating CAT dealer service personnel will attempt to initiate remote diagnostic troubleshooting procedures via CAT Product Link telematics technology (applicable to CAT brand equipment only) to determine the nature of the failure and if it can be resolved via a remote over -the -air software update to the equipment's onboard electronic control modules. If the problem cannot be resolved via remote diagnostics, then the local participating CAT dealer will promptly dispatch a field service technician to the customer's jobsite to attempt repair, typically within 2-4 hours. If the equipment cannot be repaired on site, the participating CAT dealer will promptly deliver a replacement unit typically, same day or next day dependent upon when the determination is made that the rented equipment cannot be repaired on site. 94 Explain the procedures and timelines for providing equipment CAT dealers have over $13 billion in rental fleet assets in to a vendor or dealer location that does not have a piece the U.S. and Canada. Furthermore, CAT dealers maintain of equipment in inventory. strong cooperative working relations with their neighboring CAT dealers. In the unlikely event that the member's local participating CAT dealer does not have the requested equipment type / size currently available in their yard; the dealer has the capability to leverage their neighboring dealers' fleet. However, due to variability in availability and market conditions, this may result in a locally negotiated rental rate that may be different than the Sourcewell rental rate. In such case, the rate would be negotiated between the member and the local participating CAT dealer before awarding a rental order. Bid Number: RFP 062320 Vendor Nam .J��0P�4 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 95 Describe the extent to which your proposal includes a For Sourcewell members who would like assistance from customer owned equipment repair program. If applicable, their local participating CAT dealer with maintenance and describe the types of repair procedures, including repair of the members' owned equipment fleet, they can transportation, on-site repair, labor and parts costs, or schedule the work themselves as needed, or the warranty offering. participating local CAT dealer have available, a variety of CVAs (Customer Value Agreements). These are completely customizable, but they offer starting points for several levels with corresponding price points which vary by product. Members should contact their local participating CAT dealer for alternative options such as: Customer performed preventative maintenance - the local participating Cat dealer will provide the necessary parts per the maintenance schedule; the member will do the work. • The local participating Dealer performs preventative maintenance -the dealer will handle basic preventative maintenance for any machine or group of machines to help keep scheduled downtime to a minimum. • Component maintenance and repair agreement - the participating local CAT dealer will take care of maintaining and servicing systems such as engines, transmissions, etc. to extend service resources and equipment life. • Total maintenance and repair agreement -the participating local Cat dealer covers service and maintenance for any one piece of equipment or the entire fleet. This agreement can include guaranteed availability and uptime. Exceptions to Terms, Conditions, or Specifications Form Oirolly those Proposer Exa.ulptiioins to t"uirir�yis, t;;oiruu ffiioir s, or a: �pucffiia.a�tiioins that have Ibeein accepted by Sou.uircewollll (haveIbeeiru irucoirlr:oiratod Tinto the contract text. Documents Ensure your submission clocument(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should OT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • financial Strength and Stability --Financial Strength and Stability.zip -Tuesday June 23, 2020 14:38:10 • Marketin i Plan/Sam les - Marketing Plan- Samples.zip - Tuesday June 23, 2020 14:40:13 • WMBE/MBE/SBE or Related Certificates (optional) • Warrant Informakion-AttachmentD-Warranty Statements. pdf-Tuesday June O9,2O2OO9:46:O5 • IPricin - CAT 2020 RE TAL RATES-SOURCEWELL.pdf -Tuesday June 23, 2020 12:47:26 • Additional Document - Additional Documents.zip - Tuesday June 23, 2020 15:34:38 Bid Number: RFP 062320 Vendor Namge A Yli T DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first - quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Bid Number: RFP 062320 Vendor Namge Ite- 0P� nQ DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Assets Control of the United States Department of the Treasury found at: Lhftps//wJreas;QII/fit / �rnainll� / inllii t1 ; b. Included on the government -wide exclusions lists in the United States System for Award Management found at: Lhftps // w.sann.g.g /phi all/ ; or c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Christopher Gustafson, Global Accounts & Allied Product Manager, Caterpillar Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. Bid Number: RFP 062320 Vendor Namge ��t5 0P� nQ II have ureviliiewed the File Name L&Iowa addeumduuu aumd pages attacllh i meints (lilt all 11 lllIiicalbL Ie) Addendum _8_ Equipment_ Rental—RFP-062320 P 1 Mon June 15 2020 09:00 AM Addend um_7_Equipment_Rental_RFP_062320 , 1 Tue June 9 2020 03:02 PM Addendum _6_ Equipment_ Rental—RFP-062320 1 Mon June 8 2020 03:27 PM Addend um_5_Equipment_Rental_RFP_062320 1 Wed June 3 2020 04:28 PM Addend um_4_Equipment_Rental_RFP_062320 1 Wed June 3 2020 07:49 AM Addendum _3_ Equipment_ Rental—RFP-062320 P; 1 Mon June 1 2020 09:20 AM Addend um_2_Equipment_Rental_RFP_062320 , 1 Tue May 12 2020 04:30 PM Addend um_1_Equipment_Rental_RFP_062320 1 Tue May 5 2020 02:24 PM Bid Number: RFP 062320 Vendor Namge ��t5 0P� nQ DocuSign Envelope ID: 0535E114-D8AB-468D-AA36-0BB43F3CD2D4 ENDME T 1 T CONTRAcr #062320 CAT TFHS AMENDMENT is effective UlP C'Irl dhe dale of dhe Ilan signatUire b6low and is Iby an between SOURCEWELL and CA rEFIFIR.1AR MC. (Vendoir). !FBE:RES, SC'Uircewehl and Cateirplil111ar entered into a Contract (#062329..CAT) 1having an effective dale of September 1.7, 2020, ("Contract"); !FBE:RE: S, IPmUrsmjam1t to Section 1.0. A. Assignment SII"1CrCIim1, Cateirplil111ar Irm ay sUbern rac ceirtain obIhgations to its dealleirs, inckiding in some as s dall rs in Canada; !FBE:RES, dhe pairtIi s desire to aimend Section 20. I1risUram1 of dhe Contract to aCCOUIri for dhe different Ii1risUram1 IprodUc s avaHaUle in Canada wII"1Cm1 a SUbcontiract is iSSUed to a dealleir located in dhat COUntiry; an NOW TF N E R E: F R E:, in consideration of dhe MLAm4I Ipromises imade h r Ii m1 and intending to Ib legahly bOUnd h r by, SC'Uircewehl and CateirpHlHlair agree as f6lHlo so Section 20. I1risUram1 o ReqUireiments of dhe Contract is aimended to add dhe fohlowing after dhe Ilan Ipara rap[1 Of SUbs tIion o Dealers. - In dhe eventVendor sUbern rac s its oblhgations II"1CrCU. rider to a Decal r in Canada Pmmrsmjam1t to Section 1.0. A. ("Canadian DeaII r" , at its own expense dhe Canadian Decal r MUSt maintain Ii1risUram1 IpoIh y(Ii s) lin effect at aIIII flimes dUiring dhe IS Irfl"orim an of SII"l lis Contract Iid'1 coverage and I IiIrm itS Of Ii1risUram1 not Mess Chan dhe f6lHlo ling: 1.oWorkers" Cornpensation. Canadian Decal r s[nallll at aII11 flimes coimplly Iid'1 dh apphcaUle r gUir Irm ens of dhe Workers' Compensation Act of Xbeirta as aimended or SUbstitUted frclim flime to flims (or eqUiva�lent statU ory reqUireiment widhin SII"1 jmmrlisdiction w[ieire dhe Services s1[4111 Ibe perforlm) an s1[4111, Upon demand Iby SC'Uircew6H, dlhveir, to SC'Uircewehl a certificate from dhe Workers' Compensation Board (or odh r eqUivallent entity) s[iowing Chat dhe Canadian Decal r is registered and in good standing wIid'1 dhe Workers' Compensation Board or o 111 r eqUivallententity). 20 Cornmercial General I iability Insurance. Canadian Decal r wHH1 Imaintain Ii1risUram1 covering its operations, wIId"1 coverage on an OCCUirrence basiso At a Irm"YIIm11ilMUIrm"Y, coverage MUSt Ii1r1 11mm IIIiabIilh y airising from dhird pairty bodHy IinjUry, (prop ray daimage, contiraCU41 1 Ii a b Ii 11 Ii t y and Irl o n owned aUtoimcbHe I Ii a b Ii II Ii t y o Ahl reqUired 11 Ii Irma Ii t s, trlm s and o Irl Ii t Ii o In s of coverage Irm US Ibe maintained dUiring dhe perforlrm an of dhIis Contract. SOLAraMeweH Contract 062.520 -CAT � Amendment 1. Page 1. of 2 Ctiat Axil ar m_,rrnNirlentJtiFd Green Page 369 of 744 DocuSign Envelope ID: 0535E1 14-D8AB-468D-AA36-OBB43F3CD2D4 Milr1ilMUim Limits: CDN 3,000,000 Eadh OCCUirrence (indIUSive of Ibodly ilrljUiry and/or Ipiropeirty aimage) CDN 5,000,000 Aggregate for ProdUCtS & Coimplleted Operations CDN 5,000,000 Geneir4l Aggregate 1 Autornobile I iability Insurance. DUiring dh Iperfoirirmance of dhis Contract, Canadian Decal it wHH1 imaiintain i1rISUirance covering any and ahl imotor vdhidles owned, operated or licensed Iby Canadian DeaIleir and Used in dh Iperfoirirmance of dhis Contract. Milr1ilMUim Limits: CDN 3,000,000 Iper OCCUirrence FaikJire of Canadian DeaIleir to imaiintain dh iteqUired i1rISUirance dUiring its Iperfoirirmance Under dhe Contract Ibair, dhe Canadian Decal it firom Iperfoirirmance Under dhis Contract. Except as aimended Iby dhis Aimendiment, dhe Contract iteimairs i1rl fUhl for and effect. fflummmm DocuSigned by, Ly: ............................ E 9D06'489 S"Xvf'� I ....................................................... Jeremy Sdhwairtz, Director of Qpeiraflons/cpo Date: 7/13/2022 1 12:31 PM CDT DocuSigned by: Ly .................... (W (h"kfftl I7E42B8F817A64CC... E............................................................................. Chad CoaLiette, ExeCUtive Director/CEO Date: 7/13/2022 1 12:58 PM CDT Caterpfflar hnc. DocuSigned by: B.. ............................................................... �E FB4C6-- Y.... I .................... Brenda Schmidt National Accounts Manager, N.A. Date: 5/26/2022 SOLArceweH Contract #062320 -CAT � Aniendnient 1. Page 2 of 2 Caterpillar ConNdentJaGreen Page 370 of 744 ��sw�'�IVBr'6'�rYaer IIIIIIIIII r(�) � x i d� l V""," A, RFP #062320 REQUEST FOR PROPOSALS for Equipment Rental with Related Services Proposal Due Date: June 23, 2020, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Equipment Rental with Related Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [haps Zproportal.sourcewell-mn. ov1. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 23, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: April 30, 2020 Pre -proposal Conference: June 2, 2020, 10:00 a.m., Central Time Question Submission Deadline: June 16, 2020, 4:30 p.m., Central Time Proposal Due Date: June 23, 2020, 4:30 p.m., Central Time Late responses will not be considered. Opening: June 23, 2020, 6:30 p.m., Central Time ** ** SEE RFP SUB -SECTION V. G. "OPENING" Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 1 Page 371 of 744 ABOUT SOURCEWELL PARTICIPATING ENTITIES A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell's Participating Entities procure equipment, products, and services. Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors' potential pool of end users. Sourcewell uses a website -based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell's contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell's contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly -funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 2 Page 372 of 744 • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM). For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country's listing): https:/lwww.sourcewell- mn.govesourcewel I -for -vendors member -locator. Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities' needs, public notice of this RFP has been broadly published, including notification in the United States to each state -level procurement department for possible re -posting. Proof of publication will be available at the conclusion of the solicitation process. II. EQUIPMENT, PRODUCTS, AND SERVICES A. SOLUTIONS -BASED SOLICITATION This RFP and contract award process is a solutions -based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT. PRODUCTS. OR SERVICES It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Equipment Rental with Related Services, including, but not to be limited to: Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 3 Page 373 of 744 a. Heavy, medium or light construction equipment, electrical tools, power equipment and general construction tools, heating, ventilation and air conditioning (HVAC) equipment, material handling equipment, pumps, concrete and masonry equipment and tools, public works and utility equipment, trucks and trailers, waste and debris handling equipment, generators; b. Tree, lawn, and landscape equipment, snow and ice removal equipment, facility maintenance and cleaning equipment, safety equipment, temporary shelters and seating, audio visual equipment, public address systems, portable sign boards, portable traffic signals, road barricades and signs; c. Environmental conditions or emissions monitoring equipment, calibration and testing equipment, and imaging equipment; d. Related services, including delivery, installation or setup, removal, repair, maintenance, equipment training programs, safety training programs; and, e. Used rental equipment sales. 2. The primary focus of this solicitation is on equipment rentals. This solicitation should NOT be construed to include: a. Automotive rental or leasing. Proposers may include related equipment, supplies, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Generally, the solutions for Participating Entities are turn -key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third - party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 4 Page 374 of 744 It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD$80 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer's sales force will be the primary source of communication with Participating Entities. The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 5 Page 375 of 744 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A Proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line -Item Pricing or Percentage Discount from Catalog Pricing, ora combination of these: a. Line -item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S. and Canadian dollars (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal. Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 6 Page 376 of 744 B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage ofthe total salesto Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation. To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's Proposal. Exceptions must: 1. Clearly identify the affected article and section, and 2. Clearly note what language is requested to be modified. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature. If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE -PROPOSAL CONFERENCE Sourcewell will hold an optional, non -mandatory pre -proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre -proposal conference attendance is optional. Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 7 Page 377 of 744 B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to INCOMPLETE. The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer's Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re -submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 8 Page 378 of 744 Sourcewell. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. G. OPENING Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 9 Page 379 of 744 The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD /_MI%1ILM111111111[67►1 It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use. o A Proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores. • The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 10 Page 380 of 744 Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days' following Sourcewell's notice of contract award(s) or non -award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items: • The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the issues to be resolved; • Identification of the legal or factual basis; • Any additional supporting documentation; and • Protest bond in the amount of $20,000, except where prohibited by law or treaty. Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 11 Page 381 of 744 • Independently verify any information provided in a Proposal; • Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more Proposers if it is in the best interest of Participating Entities. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Rev. 2/2020 Sourcewell RFP #062320 Equipment Rental with Related Services Page 12 Page 382 of 744 Sourcewell 5/5/2020 Addendum No. 1 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is there a way to export or download the questions within the specification tables? Answer 1: After selecting "Start Submission", a proposer may navigate to Step 4 — "Preview Bid" and select "Preview My Bid in PDF", if a downloadable PDF of the questionnaire tables is desired. Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 5/5/2020, is required at the time of proposal submittal. Page 383 of 744 SOUrcewell II 5/12/2020 Addendum No. 2 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: When submitting a response to this RFP, is it acceptable to offer just one line item from the Requested Equipment, Products, and Services? Answer 1: A proposer is not required to offer all possible items or services within the scope of the solicitation to be considered for award. However, proposals are evaluated based on the criteria as stated in the RFP. Question 2: For future reference, will the response from a previous RFP automatically populate the fields of a new RFP as appropriate (i.e. Tables 1 through 11)? Answer 2: Each opportunity posted to the Sourcewell Procurement Portal represents a separate and distinct competitive solicitation. The content of a vendor's proposal will not automatically carry over to future proposals. End of Addendum Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 5/12/2020, is required at the time of proposal submittal. Page 384 of 744 Sourcewell 6/1/2020 Addendum No. 3 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Would the rental of used fire apparatus be considered in the scope of the RFP? Answer 1: Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell's requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation and each Proposal will be evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/1/2020, is required at the time of proposal submittal. Page 385 of 744 SOUrcewell II 6/3/2020 Addendum No. 4 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is a dealer representing a corporate manufacturer in a geographical area allowed to submit a bid or would this bid be expected to come from a corporate level? Answer 1: A proposer is not required to cover every geographic region to be considered for award. Each proposal is evaluated based on the criteria stated in the RFP. Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/3/2020, is required at the time of proposal submittal. Page 386 of 744 Sourcewell 6/3/2020 Addendum No. 5 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: If a company is offering a proposal for this RFP, must the company have the equipment in their owned inventory? Answer 1: Each proposer, in its discretion, will determine how to best demonstrate the depth and breadth of their offered equipment, products, or services, and their ability to serve Sourcewell participating entities. Refer to Questionnaire Tables 14A, 1413, and 15, of Step 1 of the bid submission process within the Sourcewell Procurement Portal. End of Addendum Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/3/2020, is required at the time of proposal submittal. Page 387 of 744 SOUrcewell II 6/8/2020 Addendum No. 6 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: RFP Section II. E. "ESTIMATED CONTRACT VALUE AND USAGE" states, "Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD$80 Million." Can you please provide a listing as to the quantities and types of equipment that make up this estimate? Answer 1: The RFP anticipated volume is an aggregate estimate based on past volumes of similar contracts. It is an aggregate estimate only, and no sales or sales volume are guaranteed. End of Addendum Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/8/2020, is required at the time of proposal submittal. Page 388 of 744 Sourcewell 6/9/2020 Addendum No. 7 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Please provide more clarification in regards to Line Item 69 - Heating, Ventilation and Air Conditioning (HVAC) Equipment. In order to provide a bid for this line item, more specifications as to the requirements of the type of product (application, desiccant, SUM requirements, etc.) is being requested. Answer 1: Sourcewell utilizes a competitive, solutions -based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products, or services for this solicitation. End of Addendum Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/9/2020, is required at the time of proposal submittal. Page 389 of 744 Sourcewell 6/15/2020 Addendum No. 8 Solicitation Number: RFP 062320 Solicitation Name: Equipment Rental with Related Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Table 2, Question 9 regarding financial stability, and Question 13 "how is your organization best described", should the responses be from the point of view of the parent company or the subsidiary that handles rental of equipment? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine the information necessary to best demonstrate their financial stability and organizational information to Sourcewell participating entities. The solicitation is a competitive process and proposals are evaluated on the content submitted. Acknowledgement of this Addendum to RFP 062320 posted to the Sourcewell Procurement Portal on 6/15/2020, is required at the time of proposal submittal. Page 390 of 744 CATERPILLAR Caterpillar Inc. 100 NE Adams Street Peoria, IL 61629 Rental National Accounts Contract effective date: September 17, 2020 Re: pricing for equipment rental & related services on Sourcewell contract 062320 -CAT Sourcewell contract 4062320 -CAT extends to participating members the following: 1. Equipment Rental: a. Nationwide not -to -exceed rates for a wide variety of Cat® branded equipment, as well as equipment from more than 70 other brands, represented by Cat equipment dealers and The Cat Rental Store locations. b. Subject to local market conditions, Cat dealers and The Cat Rental Stores, may offer rates lower than, but are not permitted to charge rates higher than, the national contract rates. c. Contact your local The Cat Rental Store location for custom rate quote. To find the locations nearest you, please visit: https://www.catrentalstore.com/en US/locations.html 2. Cat Safety Services: a. 15% off standard / list prices b. For details on product service offerings, please visit: https://www.cat.com/en®US/suDport/safetyservices.html or contact our safety experts at: 1-866-963-3551 If you have further questions, please contact Caterpillar Inc.: John Frame National Rental Accounts Manager - Governmental Office: 309-675-2891 E-mail: GOVRental(&- cat.com [oil Mary Clutter Sales Support Coordinator Office: 309-578-4406 E-mail: GOVRentaI cat.com (:aterpfflar: (;onhd en1:W Green Page 391 of 744 7.B. Requested Action by Commission: Proposed Resolution No. R23-031- Approve and authorize the City Manager to sign an End User License Agreement including Addendum and procure from Mark43, Inc. their hosted SaaS Services for Computer Aided Dispatch (CAD) and Records Management System (RMS) as described in their proposal, for a cost of $2,051,217.99. Explanation of Request: This purchase is exempt from the City's Competitive Bidding process under Exemption Item IV (11) [Purchase of information technology software applications and equipment directly from the manufacturer]. The CAD, RMS, and Mobile Reporting Software plays a critical role in the efficient operation of the public safety mission. The CAD system collects the details of Police and Fire 911 and non -emergency calls to help the general public and public safety personnel. CAD collects data from calls, tracks first responders' activities with timestamps and serves as the official record-keeping system for the management of all calls and critical incidents. CAD provides live call data to Police and Fire first responders by use of in car computers and tablets. 911 Call data is also transferred from CAD to the Fire department's Fireworks systems for their response to emergency calls. The system also communicates with many software interfaces that Police and Fire utilize for other applications. The RMS and Mobile Reporting software collects and serves as the repository for all information included in official police reports. These reports are maintained in accordance with state and federal Criminal Justice Information Security, policies as well as with Florida Record Retention guidelines which in some cases can be indefinite. The purchase of the Mark 43 CAD and RMS system will integrate with the software purchased for the management of the Real Time Crime Center, AXON in -car video and body -worn cameras and many other software products that compile the analytic data. Data from this system are utilized in the RMS system to create case files for prosecution, crime investigations, and by Police Crime Analyst. It is important to achieve the best and most effective use of this system that there is interoperability between the new Real Time Crime Center, the new citywide security camera system, and the new physical security access control system. Finally, the proposed CAD and RMS system will provide Police and Fire responders with fast access to crime and emergency call data making their responses to these incidents faster and with more detailed data. The public will benefit from this system with better reliability and accurate data collection. The analytical data will also provide investigators with better tools to solve crimes and address crime patterns. How will this affect city programs or services? This system is critical to the safety of first responders and the public by tracking and providing critical information when it's needed most. In addition, the reliability and Page 392 of 744 efficiency of public safety dispatch management is dependent on a properly functioning CAD/RMS and Mobile Solution. Fiscal Impact: CAD/RMS is an annual budgeted line item within our operating account of 001-2112-521-46-91 Other Contractual Services. Payment Schedule: Effective Date: $300,000.00 Due on October 3, 2023: $216,924.00 Cutover/Go-live: $114,293.99 October 2024: $330,000.00 October 2025: $330,000.00 October 2026: $330,000.00 October 2027: $330,000.00 October 2028: $100,000.00 Total Contract Terms: $2,051,217.99 Alternatives: Not approve the terms and conditions. Continue to utilize our current CAD/RMS system. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? No Grant Amount: Contracts Vendor Name: Mark43, Inc. Start Date: End Date: Contract Value: $2,051,217.99 Minority Owned Contractor?: No Extension Available?: Extension Explanation: Page 393 of 744 The term of this Agreement begins on the Effective Date and continues for five (5) years (Initial Term). Attachments: Type D IRE)SOLA ti 0 111 DAg ir'E�'E) rTIE) 111 t D AddE)indUlirn D AttacftrTIENI'lt D OthE)r D SCflE) SOLArCE) I E)ttENr D SCflE) SOLArCE) I E)ttENr Description IRE)SOkAtioin appiroviingIC:::: ind USENrAgir'EsE�KTIEsIlnt aind AddE)indUlirn with li air](43 Mair](43Il:: ind USENrI JCENIISE, aind Softvr,-,.iir'E) Agir'E)ENrT1E)1['1t AddE)indUlirn to li air](43 Softvr,-,.iir'E)I JcE�11['ISE' Agir'E)ENrT1E)1['1t StatENrTIENI'lt Of Work W 9 Mair](43 SOE) SOLArCE) CRY SCflE) SOLArCE) Page 394 of 744 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 RESOLUTION R23-031 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN AN END USER LICENSE AGREEMENT INCLUDING ADDENDUM AND PROCURE FROM MARK43, INC. THEIR HOSTED SAAS SERVICES FOR COMPUTER AIDED DISPATCH (CAD) AND RECORDS MANAGEMENT SYSTEM (RMS) AS DESCRIBED IN THEIR PROPOSAL, FOR A COST OF $2,OS1,217.99; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the CAD, RMS, and Mobile Reporting Software plays a critical role in the efficient operation of the public safety mission; and WHEREAS, the CAD system collects the details of Police and Fire 911 and non- emergency calls to help the general public and public safety personnel; and WHEREAS, the RMS and Mobile Reporting software collects and serves as the repository for all information included in official police reports; and WHEREAS, the purchase of the Mark43 CAD and RMS system will integrate with the software purchased for the management of the Real Time Crime Center, AXON in -car video and body -worn cameras and many other software products that compile the analytic data; and WHEREAS, the City Commission has determined that it is in the best interests of the residents of the City to approve and authorize the City Manager to sign an End User License Agreement including Addendum and procure from Mark43, Inc. their hosted SaaS Services for Computer Aided Dispatch (CAD) and Records Management System (RMS) as described in their proposal, for a cost of $2,051,217.99. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. 32 Section 2. The City Commission hereby approves and authorizes the City 33 Manager to sign an End User License Agreement including Addendum and procure from S:ACA\RESO\Agreements\Approve Mark43 CAD - RMS Contract - Reso.Docx Page 395 of 744 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 Mark43, Inc. their hosted SaaS Services for Computer Aided Dispatch (CAD) and Records Management System (RMS) as described in their proposal, for a cost of $2,051,217.99. Section 3. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this 9th day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Maylee De Jesus, MPA, MMC City Clerk (Corporate Seal) Mayor — Ty Penserga YES NO Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreements\Approve Mark43 CAD - RMS Contract - Reso.Docx Page 396 of 744 SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement (this "Agreement") is effective as of , 2023 (the "Effective Date") by and between Mark43, Inc. ("Mark43"), with a place of business at 250 Hudson Street, 3rd Floor, New York, NY 10013, and the City of Boynton Beach ("Subscriber"), with a place of business at 100 E Ocean Ave, Boynton Beach, FL 33435. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS. 1.1 "Affiliate" means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control' means the possession, directly or indirectly, of the powerto direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. 1.2 "Affiliated Agency" means any other government agency to which Subscriber is legally or contractually bound to share information. 1.3 "Applicable Law(s)" means, with respect to any party, any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such party or any of its properties, assets or business operations. 1.4 "Applications" means the applications purchased by Subscriber as described in Schedule E. 1.5 "Authorized Users" means employees of Subscriber and any Affiliated Agency who are authorized to access and use the Applications through the applicable security designation(s), pursuant to which full or limited access to the applicable Applications may be granted. 1.6 "Documentation" means the knowledge base for the SaaS Services to which Subscriber will be granted access by Mark43. 1.7 "Go Live" means the date of cutover to each respective Mark43 Application. 1.8 "Integrated Application" means a third -party product, database or application requested by Subscriber and approved by Mark43 that will be installed, linked or enabled by Subscriber for use in connection with the SaaS Services (e.g. NCIC). 1.9 "Integrated Application Data" means all data, information, content and other materials stored on an Integrated Application. 1.10 "Integrated Application Provider" means any third party, including other vendors, state agencies and local agencies, that control products and/or databases with which Mark43 SaaS Services are to be interfaced. 1.11 "Intellectual Property Rights" means all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i) all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress or other proprietary trade designations, including all registrations and applications therefor (iv) all rights throughout the world to proprietary know-how, trade secrets and other confidential information, whether arising by law or pursuant to any contractual obligation of non -disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction. 1.12 "Professional Services" means any implementation, training, project management, consulting and other services (outside the scope of the Support Services) that are described in a Statement of Work. 1.13 "SaaS Services" means the Applications, Software, and related software -as -a -service, hosting, maintenance and/or support services made available by Mark43 for remote access and use by Subscriber, including any Documentation thereto. 1.14 "Services" means the services provided or required to be provided by or through Mark43, including without limitation, SaaS Services and Professional Services. Page 397 of 744 1.15 "Software" means the object code version of Mark43's computer software and all Updates made available by Mark43 to Subscriber under this Agreement. 1.16 "Statement of Work" means a detailed plan of work to be agreed by the Parties in conjunction with this Agreement. 1.17 "Subscriber Data" means all data, information, content and other materials stored or transmitted by Subscriber and any Authorized User through the SaaS Services (i) in their user accounts; and (ii) on any Integrated Application, excluding any Third -Party Data and any Mark43 data. 1.18 "Term" means the Initial Term and any Renewal Terms. 1.19 "Third -Party Component" means a third -party application incorporated in, integrated with or accessed through the SaaS Services (e.g. a mapping provider). 1.20 "Third -Party Data" means any data, information, content and other materials made available by any third party, including without limitation through a Third -Party Component. 1.21 "Updates" means any and all new releases, new versions, patches and other updates for the SaaS Services that Mark43 makes generally available without additional charge to its other subscribers of the SaaS Services. 1.22 "Website" means any Internet website through which Mark43 provides the SaaS Services under this Agreement. 1.23 "Work Product" means all deliverables (whether or not specifically identified in a Statement of Work), materials, software, tools, data, inventions, works of authorship and other innovations of any kind that Mark43, or personnel working for or through Mark43, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing Professional Services or as a result of such Professional Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection. 2. PROVISION OF THE SERVICES AND SOFTWARE. 2.1 SaaS Services. Subject to the terms of this Agreement, and during the Term, Mark43 hereby grants a non-exclusive, non -transferable, non-sublicensable license to Subscriber and its Authorized Users to access and use the SaaS Services through the Website for Subscriber's internal purposes and in accordance with the terms and conditions of this Agreement. Mark43 will be responsible for hosting the Website, and Subscriber and its Authorized Users will be responsible for obtaining internet connections and other third -party software, hardware and services necessary for it to access the Website through the internet, including as set forth at https://mark43.zendesk.com/hc/en- us/articles/4409896858381-Technical-Requirements-far-Mark43-Applications, which may be updated from time to time upon reasonable advance notice (email acceptable) to Subscriber. Subscriber will be responsible to Mark43 for compliance with the restrictions on use and other terms and conditions of this Agreement by any of its Authorized Users. 2.2 Professional Services. Mark43 will provide Professional Services in connection with the SaaS Services as further described on Schedule E and the Statement of Work. To the extent any Professional Services involve the development of any customization or configuration to the SaaS Services, all Intellectual Property Rights to such customization or configuration will be solely owned by Mark43 and will be deemed to be included in the definition of SaaS Services and licensed to Subscriber on the terms set forth herein. 2.3 Access to Documentation. Mark43 will provide Subscriber via the Website or other means with access to the Documentation, as may be updated from time to time. Subscriber may print copies of, use, and permit its Authorized Users to use, the Documentation solely in connection with the use of the SaaS Services. 2.4 Support Services. Subject to the terms and conditions of this Agreement, Mark43 will provide to Subscriber the support services detailed on Schedule A (the "Support Services"). 2.5 Restrictions on Use. Subscriber and its Authorized Users will not (and will not permit any third party to): (i) share Subscriber's or any Authorized User's login credentials; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the SaaS Services or of any files contained in or generated by the SaaS Services; (iii) copy, modify, adapt or translate the SaaS Services or the Third -Party Data, or otherwise make any use, resell, distribute or sublicense the SaaS Services or the Third -Party Data other than in connection with this Agreement; (iv) make the SaaS Services available on a "service Page 398 of 744 bureau" basis or allow any third parties to use the SaaS Services; (v) disclose the SaaS Services or any of its components to third parties; (vi) remove or modify any proprietary marking or restrictive legends placed on the SaaS Services or the Third -Party Data; (vii) use the SaaS Services or the Third -Party Data in violation of any Applicable Law; (viii) create or augment any mapping -related dataset (including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list) for use in an implementation that is not connected to the Services; (ix) introduce into the Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (x) use the Services to post advertising or listings; (xi) use the Services to defame, abuse, harass, stalk, or threaten others; (xii) permit access or use of the Services by any individual outside the United States; (xiii) hide or obscure any Authorized User's location; (xiv) permit access or use of the Services, for any activities otherthan to enhance Subscriber's own services, where reliance solely on, or failure to use, the Services could lead to death, personal injury, or property damages. Subscriber and its Authorized Users will not access the SaaS Services if in direct competition with Mark43, and will not allow access to the SaaS Services by any party who is in direct competition with Mark43, except with Mark43's prior written consent. Subscriber shall comply with additional restrictions on use of the Services in accordance with the Third -Party Component Terms. 2.6 Security Obligations. Subscriber agrees it and its Authorized Users shall securely manage their respective password(s) for access to the SaaS Services. Subscriber agrees it shall notify Mark43 promptly in the event it becomes aware of any unauthorized access or use of the SaaS Services, or of any of its or its Authorized Users passwords or accounts. Unless expressly stated otherwise in this Agreement, a single username or password may not be used by more than one (1) Authorized User. In addition, Authorized Users may log into the SaaS Services from only one location at any given time; concurrent usage (or sign in) under a single username is prohibited, unless Subscriber has a business justification for concurrent usage, in which case Subscriber is responsible for providing approval for such usage to the applicable Authorized Users. Subscriber is responsible for all activities conducted within user accounts in use of the SaaS Services. Subscriber shall comply with all applicable local, state, federal and regional or other laws and regulations applicable in connection with use of the SaaS Services, including all those related to data privacy and the transmission of technical or personal data. Subscriber agrees to (a) provide true, accurate, current and complete registration data for each account it creates via the SaaS Services, and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. 2.7 Changes to Services. Mark43 may make changes and Updates to its Services, provided that it does not materially derogate the overall quality of the Services. Mark43 does not guarantee that the Services are orwill remain compatible with any particular third -party software orequipment, and may, upon written notice, terminate its support for, any software or equipment of Subscriber that Mark43 determines are incompatible with the operation of the Services. 2.8 Data Sharing. Mark43 will allow Subscriber to grant other agencies specified levels of access to Subscriber Data pursuant to an executed data -sharing agreement between agencies, and with permissions subject to the parameters laid out in the relevant data -sharing agreement. Subscriber shall provide Mark43 with a copy of the executed data -sharing agreement prior to allowing any such data -sharing. As between Mark43 and Subscriber, Subscriber will be solely responsible for any liabilities that arise as a result of such data -sharing. 3. PROPRIETARY RIGHTS; SUBSCRIBER DATA. 3.1 Ownership of Subscriber Data. As between Mark43 and Subscriber, Subscriber owns the Subscriber Data. Mark43 will have, and Subscriber hereby grants and agrees to grant to Mark43, a royalty -free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use the Subscriber Data to configure and/or provide the SaaS Services, Software, Support Services and Professional Services to Subscriber, and/or to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, or otherwise in accordance with Subscriber's requests or instructions. Mark43 may also use Subscriber Data in anonymized and/or aggregated form to develop analytics that may be used to provide products and services to Subscriber and/or to other Mark43 customers, provided that: (a) Mark43 makes available to Subscriber functionality and services based on anonymized data obtained from other Mark43 customers that are similar to the functionality and services provided to such other customers based on the anonymized data; and (b) Mark43 may not sell or offer for sale any Subscriber Data, whether in Subscriber identifiable, or anonymized and aggregated form. Mark43 shall comply with its obligations under all Applicable Laws in its provision of the Services and use of Subscriber Data. 3.2 Ownership and Reservation of Rights to Mark43 Intellectual Property. As between Mark43 and Subscriber, Mark43, its Affiliates and/or its licensors own all right, title and interest in and to the Page 399 of 744 Services, Software, Work Product and all related technology and Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, and except with respect to Third -Party Components, Mark43 reserves all rights, title and interest in and to the Services, Software, and Work Product, including all related technology and Intellectual Property Rights. No rights are granted to Subscriber hereunder other than as expressly set forth in this Agreement or as required by Applicable Law. 3.3 Subscriber Feedback. Subscriber and its Authorized Users may elect to provide Mark43 with suggestions, enhancement requests, recommendations and other feedback concerning the SaaS Services, Software, Support Services or Professional Services (the "Subscriber Feedback"). Subscriber hereby assigns and agrees to assign all Subscriber Feedback to Mark43 without lien or encumbrance and agrees that Subscriber Feedback will be the sole property of Mark43 and that Mark43 may use Subscriber Feedback in its discretion without obligation to Subscriber. Mark43 has no obligation to make Subscriber Feedback an improvement. For the avoidance of doubt, Subscriber Feedback does not constitute Confidential Information of Subscriber hereunder. 3.4 Usage Data. Mark43 may collect certain information in connection with Subscriber's access to or use of the Services, such as access records, date and time stamps, transaction and activity records and system performance data ("Usage Data"). Mark43 may use Usage Data to deliver and manage its products and services, perform maintenance and support, and develop, test, analyze, and improve the Services and other Mark43 products and services, and generate statistical data about usage of its products and services. As between Mark43 and Subscriber, Mark43 owns the Usage Data. 3.5 Data Security. Terms applicable to the privacy and security of Subscriber Data are set forth in the Data Processing Addendum attached as Schedule D hereto (the "Data Processing Addendum"). 4. THIRD -PARTY COMPONENTS AND INTEGRATED APPLICATIONS. 4.1 Third -Party Components. Third -Party Components may be made available to Subscriber through the SaaS Services. In connection with the functionality provided by and/or through Third -Party Components, Subscriber hereby accepts and agrees to be bound by the terms and conditions set forth in Schedule C, which may be updated from time to time upon notice (email acceptable) to Subscriber (the "Third -Party Component Terms"). In the event of any inconsistency or conflict between the Third -Party Component Terms and the terms of this Agreement, the Third -Party Component Terms shall govern with respect to Subscriber's access to and use of the applicable Third -Party Component. 4.2 Integrated Applications. To the extent Subscriber installs, links to or enables any Integrated Application for use with the SaaS Services, Subscriber grants and agrees to grant (and will cause the applicable Integrated Application Provider to grant) to Mark43 permission to access, retrieve, view, store, copy, modify and process Integrated Application Data from Subscriber's existing account(s) on each such Integrated Application to the extent necessary to facilitate the interoperation of such Integrated Application with the SaaS Services. To the extent Subscriber requires an Integrated Application Provider's assistance to install, link to or enable any Integrated Application for use with the SaaS Services, Subscriber shall separately contract with each such Integrated Application Provider for any such assistance. In no event will Mark43 be responsible for any Integrated Application or Integrated Application Data, or for any failure of an Integrated Application to properly interoperate with the SaaS Services; provided, however, to the extent that Mark43 creates, pursuant to the Statement of Work, an interface for an Integrated Application hereunder, Mark43 shall be responsible for such interface only, subject to the terms and conditions of this Agreement and the applicable Statement of Work. Mark43 may at any time, in its sole reasonable discretion, including upon the request of an Integrated Application Provider or due to an actual or potential security threat, disable any connection between an Integrated Application and the Applications, and any access, retrieval and viewing of Integrated Application Data via the Applications. For the avoidance of doubt, Subscriber's access to and use of Integrated Applications and Integrated Application Data shall be subject to the terms and conditions of Subscriber's agreement(s) with the applicable Integrated Application Provider. 5. FEES AND PAYMENT TERMS. 5.1 Fees for the Services. Subscriber will pay the fees as stated in Schedule E (the "Fees") attached hereto in accordance with the payment schedule set forth in Schedule E. All payments of Fees are non-refundable. Additional terms related to the Fees and payment therefor are set forth in the Addendum attached to this Agreement. 5.2 RESERVED. Page 400 of 744 5.3 RESERVED. 6. TERM AND TERMINATION. 6.1 Term. (a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for the period set forth on Schedule E, unless and until terminated in accordance with Section 6.2 (the "Initial Term"). (b) Renewal Terms. Upon expiration of the Initial Term or any Renewal Term, this Agreement will automatically renew for successive periods as set forth on Schedule E (each, a "Renewal Term") at the rates set forth on Schedule E, unless either party provides the other with written notice of non -renewal at least thirty (30) days prior to the expiration of the then -current term. 6.2 Termination; Suspension of Services. (a) Termination for Breach by Either Party. Either party may terminate this Agreement upon written notice to the other party, if the other party breaches a material term of this Agreement and such breach remains uncured for thirty (30) days after the other party's receipt of such notice. (b) Termination for Non -Appropriation. Subscriber's payment obligation under this Agreement extends only to funds appropriated annually by Subscriber or Subscriber's governing body for the purpose of this Agreement. For each succeeding fiscal period covered by this Agreement, Subscriber or other applicable agency or department responsible for this Agreement agrees to include in its budget request appropriations sufficient to cover the annual financial obligations under this Agreement. If Subscriber is appropriated insufficient funds to continue annual payments under this Agreement, Subscriber may terminate this Agreement by giving Mark43 not less than thirty (30) days' prior written notice. Upon termination under this paragraph, Mark43 shall be entitled to compensation for all Services rendered prior to the effective termination date, plus any prepaid Fees, as well as reimbursement for reasonable costs actually incurred in closing out this Agreement. (c) Suspension of Services. To the extent permitted by Applicable Law, in addition to any other rights or remedies it may have under this Agreement or by Applicable Law, Mark43 may immediately suspend provision of the Services without liability to Subscriber: (a) if Subscriber's account is more than sixty (60) days past due, until paid in full; (b) if Subscriber breaches Section 2.5 (Restrictions on Use) or Section 2.6 (Security Obligations); (c) to avoid harm or liability to Mark43, its Affiliates or its other customers, including in the case of denial of service attacks or other disruptions; or (d) if required by Applicable Law or requested by a governmental authority. Subscriber shall remain liable for any fees and other amounts payable under this Agreement during any period of suspension. Mark43 will provide notice to Subscriber of any such suspension and use commercially reasonable efforts to restore Subscriber's rights to use and access those portions of the Services or accounts that gave rise to the suspension promptly after Subscriber has resolved the problem giving rise to the suspension. 6.3 Effect of Termination. In the event of any termination or expiration of this Agreement, (a) Subscriber will pay Mark43 all amounts payable hereunder as of the termination or expiration date; (b) all rights and licenses granted hereunder to Subscriber (as well as all rights granted to any Authorized Users of Subscriber) will immediately cease, including but not limited to all use of the SaaS Services; and (c) Mark43 will provide records to Subscriber in accordance with its transition assistance services ("Transition Assistance") as set forth in Schedule B. (d) Subscriber will, upon written request of Mark43, either return to Mark43 or provide Mark43 with written certification of the destruction of, all documents, computer files and other materials containing any Confidential Information of Mark43 that are in Subscriber's possession or control. 6.4 Survival. The following provisions will survive any termination or expiration of this Agreement: Section 3.1 ("Ownership of Subscriber Data"), Section 4 ("Third -Party Components and Integrated Applications"), Section 6.3 ("Effect of Termination"), Section 7 ("Confidentiality"), Section 8.4 ("Disclaimer"), Section 9 ("Limitation of Liability"), Section 10 ("Indemnification"), Section 11 ("Miscellaneous"), Schedule B ("Transition Assistance") and this Section 6.4 ("Survival"). Page 401 of 744 7. CONFIDENTIALITY. 7.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means: (a) with respect to Mark43, the SaaS Services, and any and all source code relating thereto, as well as Documentation and non-public information or material regarding Mark43's legal or business affairs, financing, customers, properties or data, and (b) with respect to Subscriber, any non-public information or material regarding Subscriber's legal or business affairs, financing, customers, properties or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party"); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other party (the "Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from the disclosing party. 7.2 Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any Confidential Information disclosed by the Disclosing Party before or after the Effective Date: (i) use such Confidential Information only in connection with the Receiving Party's performance of this Agreement; (ii) subject to Section 7.4 below, restrict disclosure of such Confidential Information within the Receiving Party's organization to only those of the Receiving Party's employees and independent contractors who have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement and (iii) except as provided herein, not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so. 7.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care). 7.4 Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing any employee or independent contractor access to any Confidential Information of the Disclosing Party, inform such employee or independent contractor of the confidential nature of such Confidential Information and require such employee or independent contractor to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information. 7.5 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Applicable Law will not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. 7.6 Public Records. (a) For purposes of this Section 7 (Confidentiality), the term "Public Records Request" shall mean any request for the disclosure of records pursuant to a state public records law or "sunshine" law, federal Freedom of Information Act or other comparable law. (b) To the extent Subscriber is subject to a Public Records Request that seeks the disclosure of any information or materials provided by Mark43 to Subscriber prior to or during the Term (including without limitation this Agreement), Subscriber shall, prior to any disclosure, promptly notify Mark43 of such Public Records Request (to the extent legally permitted to do so) and provide reasonable assistance, at Mark43's cost, if Mark43 wishes to contest the disclosure. Subscriber shall also identify for Mark43 the information or materials it intends to disclose, and provide Mark43 at least ten (10) days to review prior to disclosure, or if such time is not available or permitted under Applicable Law, at least as much time as would be reasonable to allow Mark43 to meaningfully review and seek appropriate relief. For the avoidance of doubt, and without limiting the foregoing, Subscriber hereby acknowledges that Mark43 shall have no implicit or explicit obligation to challenge, oppose or defend against any request described herein. 7.7 CJIS Standards; Employee Background Checks. (a) Subscriber understands and agrees that Mark43 utilizes third -party vendors (each, a "Hosting Provider") to host the SaaS Services. Page 402 of 744 (b) Subscriber may request reasonable records from Mark43 from time to time to assess Mark43's adherence to requirements of the applicable CJIS Security Policy promulgated by the FBI. For the avoidance of doubt, Subscriber may need the consent of Hosting Provider to obtain any records or information from Hosting Provider. (c) Subscriber will have the opportunity to run, at Subscriber's expense, reasonable background checks on Mark43 employees that will have direct access to Subscriber Data in Subscriber's production environment (such employees, the "Covered Employees"), provided that Mark43 may assume that a Covered Employee has been cleared by Subscriber if Mark43 does not receive an adverse response from Subscriber within thirty (30) days of a submission of a background check request. 8. REPRESENTATIONS AND WARRANTIES. 8.1 Power and Authority. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder and that the person signing this Agreement on behalf of the party has the authority to bind that party. Subscriber represents and warrants that it has obtained, and shall have, all necessary approvals, consents, and authorizations necessary for procurement under this Agreement and that its obligations under this Agreement do not, and shall not, exceed any budget authority limitations, during the Term of this Agreement. 8.2 Sole Source Procurement. Subscriber represents that it has complied with all state and local laws related to this sole source award to Mark43. In addition, Subscriber represents that it has followed all sole source procedures, including any applicable public notice requirements, related to the award of this Agreement. 8.3 Services Warranty (a) Mark43 represents and warrants that the Applications and SaaS Services will be made available to Subscriber in accordance in all material respects with the Documentation. Subscriber's sole remedy and Mark43's sole obligation with respect to a breach of the foregoing warranty is for Mark43, through the Support Services, to use commercially reasonable efforts to remedy the breach within a commercially reasonable amount of time. (b) Mark43 represents and warrants that the Professional Services will be provided in a professional manner and that for a period of thirty (30) days from Go Live (the "Warranty Period"), the Work Product will operate in material accordance with the specifications provided by Mark43 or otherwise agreed between the parties in writing (including in the applicable Statement of Work). Subscriber's sole remedy and Mark43's sole obligation with respect to a breach of the foregoing warranty is for Mark43 to use commercially reasonable efforts to work with Subscriber to resolve the issue causing such breach within a commercially reasonable amount of time. After the Warranty Period, if Subscriber experiences any issue with the Work Product, the parties must enter into a new Statement of Work to address such issues at Mark43's then -current Professional Services pricing. For clarity, Mark43's Support Services do not apply to or provide support for any Professional Services or Work Product. 8.4 Disclaimer. USE OF THE APPLICATIONS IS NOT, AND IS NOT INTENDED TO BE, A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF AUTHORIZED PARTIES, INCLUDING DISPATCHERS, LAW ENFORCEMENT OFFICERS, INVESTIGATORS OR FIRST RESPONDERS. THE APPLICATIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND THE DATA PROVIDED BY MARK43 THEREIN (INCLUDING ANY THIRD -PARTY DATA) SHOULD NOT REPLACE OTHER EMERGENCY INFORMATION AND SHOULD NOT BE EXCLUSIVELY RELIED - UPON IN AN EMERGENCY SCENARIO. SUBSCRIBER SHALL BE RESPONSIBLE FOR ALL ITS OWN ACTIONS OR FAILURE TO ACT IN CONNECTION WITH THE APPLICATIONS, INCLUDING WITH RESPECT TO COMPLIANCE WITH APPLICABLE LAWS, AND MARK43 ASSUMES NO RESPONSIBILITY OR RISK FOR SUBSCRIBER'S USE OR MISUSE OF, OR FAILURE TO USE, THE INFORMATION PROVIDED THROUGH THE APPLICATIONS. SUBSCRIBER ACKNOWLEDGES THAT THE APPLICATIONS DO NOT PROVIDE LEGAL ADVICE. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED BY MARK43 IN SECTIONS 8.1 AND 8_3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARK43 MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE APPLICATION. MARK43 DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE Page 403 of 744 OR UNINTERRUPTED OR THAT SUBSCRIBER DATA WILL BE SECURE OR NOT LOST OR DAMAGED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO SUBSCRIBER IN CONNECTION WITH THE PROVISION OF THE SERVICES. MARK43 SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ITS REASONABLE CONTROL, INCLUDING ANY HARM OR DAMAGES CAUSED BY ITS HOSTING PROVIDERS. MARK43 MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ANY THIRD -PARTY DATA, THIRD -PARTY COMPONENT, INTEGRATED APPLICATION, OR ON BEHALF OF ANY INTEGRATED APPLICATION PROVIDER. LIMITATION OF LIABILITY 9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MARK43-S (OR MARK43'S THIRD -PARTY LICENSORS') TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY SUBSCRIBER TO MARK43 PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THE FOREGOING LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THAT LIMIT. 9.2 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, PERSONAL INJURY OR PROPERTY DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF DATA RECONSTRUCTION OR COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, SOFTWARE OR PROFESSIONAL SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 9.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO DAMAGES ARISING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 10. INDEMNIFICATION. 10.1 Indemnification by Mark43. Mark43 shall indemnify Subscriber, and its employees, officers, and directors against any third -party claim alleging that Subscriber's use of the Services in the form provided by Mark43 and when used in accordance with the Documentation and in compliance with this Agreement infringes that third party's U.S. copyright, U.S. patent issued as of the Effective Date, or U.S. trademark, and shall pay the amount of any adverse final judgment or settlement to which Mark43 consents. Mark43 shall have no obligation or liability under this Section 10.1 (Indemnification by Mark43) to the extent the third party claim arises from: (a) Subscriber's or its Affiliates' failure to incorporate a software or other update or upgrade made available by Mark43 that would have avoided the alleged infringement; (b) modification of the Services, any Application, Software or Hardware by anyone other than Mark43; (c) specifications, instructions, features, functions or designs or other elements provided by or requested by Subscriber or its Affiliates; (d) use of the Services, any Application or Software in combination with any other product, service, process or material not provided by Mark43 (including, without limitation, Integrated Applications, Third -Party Data and Subscriber Data); or (e) use of the Services, any Application or Software in a manner not contemplated by this Agreement. If the Services are (or Mark43 believes are likely to become) the subject of a claim for which Mark43 would be obligated to defend and indemnify pursuant to this Section, then Mark43 may, at its sole option, obtain for Subscriber the right to continue use of the Services or replace or modify the Services, as applicable, provided there is no material loss of functionality. If neither of the foregoing options is reasonably available to Mark43, in its judgment, then use of the Services may be terminated at the option of Mark43 and Mark43's sole liability will be to refund any prepaid fees for the Services applicable to periods following the effective date of termination. The remedies provided in this Section 10.1 (Indemnification by Mark43), are Page 404 of 744 Subscriber's sole and exclusive remedies for any third -party claims of infringement or misappropriation of Intellectual Property Rights by the Services. 10.2 Indemnification by Subscriber. To the extent consistent with Applicable Law, Subscriber shall indemnify Mark43, its Affiliates, and their respective employees, officers, and directors against any third -party claim arising out of or related to (a) Subscriber's breach of Section 2.5 (Restrictions on Use), Section 2.6 (Security Obligations) or Section 3.2 (Ownership and Reservation of Rights to Mark43 Intellectual Property); (b) Integrated Applications or Subscriber Data, including any third - party claim alleging that Subscriber Data infringes or misappropriate the rights of a third party or violates any Applicable Law, and shall pay the amount of any adverse final judgment or settlement to which Subscriber consents; and (c) Mark43's disabling a connection to an Integrated Application at Subscriber's request. 10.3 Procedures. Each party shall give the other party prompt notice of any claim to which an indemnification obligation under this Section 10 (Indemnification) may apply and shall reasonably cooperate with the indemnifying party, at its expense, in the defense or settlement of any claim. An indemnifying party's payment obligations under this Section 10 (Indemnification) will be diminished to the extent that it is materially prejudiced by the indemnified party's non-compliance with the foregoing procedures, provided that such indemnifying party shall use commercially reasonable efforts to mitigate any such prejudice. 11. MISCELLANEOUS. 11.1 Piggybacking. The parties hereto agree that this Agreement may be referenced to support purchases made within thirty-six (36) months of the Effective Date by other local government entities within the state of Florida. Such purchases will be made pursuant to a direct contract by the local government entity and Mark43 upon substantially similar terms and conditions as those set forth herein; pricing for the Services shall be determined on a case-by-case basis subject to the volume and scope of the Services being requested by the relevant government entity. 11.2 Notices. Unless otherwise specified herein, all notices and other communications between the parties required or permitted by this Agreement or by Applicable Law, will be deemed properly given, if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) nationally recognized private courier service, to the respective addresses of the parties set forth below or such other addresses as the respective parties may designate by like notice from time to time. Notices so given will be effective upon (a) receipt by the party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first: If to Mark43: If to Subscriber: Mark43, Inc. 250 Hudson Street 3rd Floor New York, NY 10013 Attn: CFO Email: steve.salberta@mark43.com Copy to: Mark43, Inc. 250 Hudson Street 3rd Floor New York, NY 10013 Attn: General Counsel Email: contractnotices@mark43.com City of Boynton Beach 100 E Ocean Ave, Boynton Beach, FL 33435 Attn: Daniel Dugger, City Manager Email: DuggerD@bbfl.us Copy to: City Attorney Goren, Cherof, Doody & Ezrol, P.A. 3099 E. Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 Attn: Michael D. Cirullo, Jr., Esquire Email mcirullo@gorencherof.com 11.3 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other party; provided, however, that a party may, without the consent of the other party, assign or otherwise transfer this Agreement to any of its Affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Page 405 of 744 11.4 Governing Law. This Agreement will be governed by the internal laws of the State of Florida, and any disputes between the parties may be resolved in a state or federal court of competent jurisdiction within such state, and where practicable, within Palm Beach County, Florida. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. 11.5 Dispute Resolution. Prior to the initiation of any legal proceeding other than one for equitable relief as described in subsection (d) below, the parties shall first attempt to resolve their dispute informally, as follows: (a) Within five (5) business days following the written request of a party, designated individual(s) from Mark43 and Subscriber shall meet to resolve such dispute. (b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter at issue that the parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of formal legal proceedings. The specified format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed upon statements of fact or written statements of position. (c) If the representatives referred to in paragraph (a) above are unable to resolve the dispute within thirty (30) business days after the dispute is escalated to them, then either party may escalate the dispute to the Chief Operating Officer of Mark43 and the Chief or Sheriff or comparable Subscriber official, for their review and resolution. (d) The provisions of this Section 11.4 shall not be construed to prevent a party from instituting, and a party is authorized to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii) avoid the expiration of any applicable legal or contractual limitations period. 11.6 Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts that are not caused by or within the control of the nonperforming party, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. 11.7 No Waiver. The failure of either party to enforce at any time for any period any provision hereof will not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, norshall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. 11.8 Amendment. No modification, change or amendment to this Agreement shall be effective unless in writing signed by Subscriber and Mark43. No term included in any invoice, estimate, confirmation, acceptance, purchase order or any other similar document in connection with this Agreement will be effective unless expressly stated otherwise in a separate writing signed by Subscriber and Mark43. 11.9 Relationship of the Parties. The relationship of the parties established by this Agreement is that of independent contractors and nothing contained herein will be construed to (a) give any party any right or authority to create or assume any obligation of any kind on behalf of any other party or (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking. 11.10 Subcontracting. Mark43 may draw on the resources of (and subcontract to) its Affiliates and third - party contractors and subcontractors, within or outside of the United States (each, a "Mark43 Vendor") for internal, administrative and compliance purposes or in connection with the hosting or provision of the Service and other products and services to be provided by Mark43 pursuant to this Agreement. Subscriber agrees that Mark43 may provide information, data and materials that Mark43 receives in connection with this Agreement (including Subscriber Data) to the Mark43 Vendors for such purposes. Mark43 shall be permitted to subcontract its obligations under this Agreement to the Mark43 Vendors identified on Schedule E as "Subcontractors" or such other subcontractors as approved in advance by Subscriber (each, a "Subcontractor"). Mark43 shall be responsible in accordance with the terms of this Agreement for performance failures by such Subcontractors that cause Mark43 to breach its obligations under this Agreement. 10 Page 406 of 744 11.11 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, to the extent the economic benefits conferred thereby to the parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions or affecting the validity or enforceability of any of such terms or provisions in any other jurisdiction. 11.12 Headings. The titles and headings contained in this Agreement are for reference purposes only and shall not in any manner limit the construction or interpretation of this Agreement. 11.13 Counterparts. This Agreement may be executed, including by electronic signature, in two or more counterparts, each of which shall be an original and all such counterparts together shall constitute one and the same instrument. Electronically executed or electronically transmitted (including via facsimile transmission) signatures have the full force and effect of original signatures. 11.14 Cumulative Remedies. All remedies for breach of this Agreement are cumulative, and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 11.15 Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re -import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country -specific economic sanctions programs implemented by the Office of Foreign Assets Control. 11.16 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to the use of the Services. Subscriber shall ensure that its use of all Subscriber Data complies with all Applicable Laws relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber or the Subscriber Data covered by this Agreement. Each party shall comply with local anti -bribery laws as well as the U.S. Foreign Corrupt Practices Act, as well as any other Applicable Laws and regulations. In connection with its performance under this Agreement, neither party shall directly or indirectly: (A) offer, pay, promise to pay, or authorize the payment of any money, gift or other thing of value to any person who is an official, agent, employee, or representative of any government or instrumentality thereof or to any candidate for political or political party office, or to any other person while knowing or having reason to believe that all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or indirectly, to any such official, agent, employee, or representative of any government or political party, political party official or candidate; (B) offer, promise or give any person working for, or engaged by, the other party a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity; or (ii) reward that person for improper performance of a relevant function or activity; or (C) request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement. Each party represents and warrants that it shall be responsible for compliance with this provision by all third parties engaged by it to perform services related to this Agreement and shall require that such third parties agree to comply with all legal requirements required of such party under this Agreement. 11.17 Entire Agreement. This Agreement (including any and all attachments hereto) supersedes all previous understandings, agreements and representations between the parties, written or oral and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and incorporates all representations, warranties, covenants, commitments and understandings on which they have relied in entering into this Agreement, and, except as provided for herein, neither party makes any covenant or other commitment concerning its future action nor does either party make any promises, representations, conditions, provisions or terms related thereto. 11.18 Supporting Documents. The following documents are, by this reference, expressly incorporated into this Agreement and are collectively referred to herein as the "Supporting Documents:" • Schedule A: Support Services • Schedule B: Transition Assistance • Schedule C: Third -Party Component Terms • Schedule D: Data Processing Addendum • Schedule E: Order Form • Addendum 11 Page 407 of 744 This Agreement and the Supporting Documents shall be construed to be mutually complementary and supplementary whenever possible. In the event of a conflict that cannot be resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the Supporting Documents. 12 Page 408 of 744 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. SUBSCRIBER By: Name: Date: ATTEST: Name: Approved as to form: MICHAEL D. CIRULLO, JR., CITY ATTORNEY 13 Page 409 of 744 MARK43, INC. By: Name: Date: STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of _ physical presence or online notarization, this day of , 2023 by as of MARK43, INC., a Delaware For Profit Corporation, on behalf of the company, who is personally known to me or has produced as identification. SWORN TO AND SUBSCRIBED BEFORE ME this day of , 2023. NOTARY PUBLIC 14 Page 410 of 744 SCHEDULE A Support Services 1. Support Services. a. Error Reporting When reporting a failure of the SaaS Services to perform substantially in conformance with this Agreement (an "Error"), Subscriber shall use the phone number, email address, or Mark43 Support Portal URL identified in this Agreement (or otherwise provided to Subscriber by Mark43 from time to time, including by email) during the hours of support set forth herein. Subscriber personnel submitting support requests must be reasonably trained in the use and functionality of the SaaS Services and familiar with this Agreement and, before submitting a support request to Mark43 hereunder, must use reasonable efforts to ensure a perceived Error is not due to a problem with Subscriber's (or its other third -party providers') equipment, systems, software or connectivity or due to improper, non- conforming or unauthorized use of the SaaS Services by or on behalf of Subscriber. Subscriber will include with each support request, further detailed in subsection (d) below: (i) Subscriber's initial assessment of the Response Priority (including identification of the Error and the approximate percentage of Authorized Users impacted); (ii) sufficient information to enable Mark43 to identify and replicate the Error; and (iii) contact information for Subscriber personnel familiar with the Error who will be available to Mark43 to assist with resolution of the Error on an ongoing basis until the Error is resolved. b. Response Priority Determination Mark43 will validate Subscriber's Response Priority designation, or notify Subscriber of its Response Priority designation if it is different than Subscriber's. If requested, Mark43 will provide Subscriber with the basis of its determination. In the event of a conflict regarding the appropriate Response Priority designation, each party shall promptly escalate such conflict for resolution by the parties' management, during which time the parties shall continue to handle the support issue in accordance with the Mark43 Response Priority designation. In the rare case that a conflict requires a management discussion, both parties shall be available within one hour of the escalation. c. First Response, Resolution, and Updates Upon notification by Subscriber of an Error in accordance with this Schedule and subject to Mark43's identification and replication of the Error, Mark43 will respond to each case in accordance with the First Response Times and Communication Commitments described in the charts below. First Response Time is the period from the time the Error was logged with the Mark43 Support Team until Mark43 responds to Subscriber (and escalates within Mark43, if appropriate). A first response is defined as a non -automatic means where an agent will reach out to gather additional details and may not include a solution or workaround. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments. Actual resolution time will depend on the nature of the case and the resolution itself. Resolution methods are defined below. A resolution may consist of a fix, workaround, delivery of information, or other commercially reasonable solutions to the issue. d. Subscriber's Obligations Mark43's provision of the support services described in this Schedule is subject to Subscriber cooperating fully and on a timely basis with reasonable requests of Mark43 for accurate information and access to Subscriber personnel with sufficient availability and knowledge to enable Mark43 to provide the support services, including accurate information and assistance reasonably required to detect, replicate, and correct Errors. In the event Mark43's response, resolution, or update times are negatively impacted by delayed responses by Subscriber personnel or Subscriber's failure to otherwise comply with its obligations under this Schedule, timeframes will be extended. First Response Commitment 15 Page 411 of 744 1 hour 2 hours 8 hours 24/7 8am - 8pm EST, 7 days 8am - 8pm EST M -F Communication Commitment Priority Definitions • Red - An Error due to Mark43's systems that results in the inoperability or substantial impairment of a core function for the majority of Subscriber's Authorized Users, provided there is no feasible workaround. Examples include: Authorized Users cannot access the Application; CAD units cannot be dispatched; reports cannot be created. • Orange - An Error due to Mark43's systems that results in the inoperability or substantial impairment of a critical workflow for the majority of Subscriber's Authorized Users, provided there is no feasible workaround. Examples include: significant lagging/slowness; inability to process persons in custody; inability to export reports or cases for same or next day court deadlines; inability to submit reports. • Yellow- An Error due to Mark43's systems for which a reasonable workaround is available. • None - There are a number of low -impact issues, how-to questions, and feature requests that do not fall into one of the categories above and are not subject to the outlined First Response or Communication Commitments. Issue Escalation & Resolution Methods: Subscriber -reported issues are escalated within Mark43 by a well- defined internal process. Mark43 works to resolve issues based on the issue severity/impact, by employing one or more of the following methods: • Providing client with a reasonable workaround • Adjusting system/hosting configurations or setup • Direct database modifications • Releasing a fix out -of -cycle (patching) • Releasing a fix as part of the regular release cycle • Other commercially reasonable solution Subscriber will be notified of status changes either through Mark43's status page and/or via email updates in a support ticket. 2. Service Level Agreement. Mark43 shall provide the Applications in accordance with the following service levels ("SLA"). a. Monthly Uptime Commitment. 16 Page 412 of 744 Status page A status update will be n/a n/a updates posted as soon as Mark43 is notified and updated every 30 minutes thereafter until resolved. Email/phone After initial Mark43 response, After initial Mark43 response, After initial Mark43 response, updates within 1 hour of any within 1 business day of any within 2 business days of any additional client questions additional client questions additional client questions about the same issue until until issue is resolved. until issue is resolved. resolved. Client will receive notification Client will receive notification via email once the issue fix via email once the issue has has been scheduled and been fixed. again when the issue has been fixed. Priority Definitions • Red - An Error due to Mark43's systems that results in the inoperability or substantial impairment of a core function for the majority of Subscriber's Authorized Users, provided there is no feasible workaround. Examples include: Authorized Users cannot access the Application; CAD units cannot be dispatched; reports cannot be created. • Orange - An Error due to Mark43's systems that results in the inoperability or substantial impairment of a critical workflow for the majority of Subscriber's Authorized Users, provided there is no feasible workaround. Examples include: significant lagging/slowness; inability to process persons in custody; inability to export reports or cases for same or next day court deadlines; inability to submit reports. • Yellow- An Error due to Mark43's systems for which a reasonable workaround is available. • None - There are a number of low -impact issues, how-to questions, and feature requests that do not fall into one of the categories above and are not subject to the outlined First Response or Communication Commitments. Issue Escalation & Resolution Methods: Subscriber -reported issues are escalated within Mark43 by a well- defined internal process. Mark43 works to resolve issues based on the issue severity/impact, by employing one or more of the following methods: • Providing client with a reasonable workaround • Adjusting system/hosting configurations or setup • Direct database modifications • Releasing a fix out -of -cycle (patching) • Releasing a fix as part of the regular release cycle • Other commercially reasonable solution Subscriber will be notified of status changes either through Mark43's status page and/or via email updates in a support ticket. 2. Service Level Agreement. Mark43 shall provide the Applications in accordance with the following service levels ("SLA"). a. Monthly Uptime Commitment. 16 Page 412 of 744 Following Cutover to the applicable In -Scope Application, Mark43 will use commercially reasonable efforts to make the In -Scope Application available with the Monthly Uptime Percentage corresponding to that Application (the "Uptime Commitment"), as follows: • RMS Application: Mark43 will use commercially reasonable efforts to achieve a Monthly Uptime Percentage for the Mark43 RMS Application of no less than 99.90% in any calendar month. • CAD Application: Mark43 will use commercially reasonable efforts to achieve a Monthly Uptime Percentage for the Mark43 CAD Application of no less than 99.95% in any calendar month. For each In -Scope Application, the "Monthly Uptime Percentage" is calculated as set forth below by subtracting from one hundred percent (100%) the percentage of minutes during the month in which the In - Scope Application experienced Downtime. Monthly Uptime Percentage = (100) — ((minutes of Downtime * 100) / (total minutes in month)) b. Service Credit Calculation. Subject to the SLA Exclusions, if Mark43 does not achieve the Uptime Commitment in any given month due to Downtime, Subscriber may be eligible for credits as described herein (the "Service Credits"), as follows: • RMS Application: If Mark43 does not achieve the Uptime Commitment for the RMS Application, Subscriber will (to the extent legally permitted) be eligible pursuant to the terms of this SLA to receive a credit equal to ten (10) times the amount paid for the RMS Application in respect of the period in which the actual RMS Downtime for the month exceeded the RMS Downtime allowable within the Uptime Commitment, up to a maximum credit of 25% of one month's subscription fee paid in consideration for the RMS Application, as illustrated here: RMS Service Credit = (10) * ((1/12) * annual subscription fee) * ((% of Downtime) — (0.10%)) • CAD Application: If Mark43 does not achieve the Uptime Commitment for the CAD Application, Subscriber will (to the extent legally permitted) be eligible pursuant to the terms of this SLA to receive a credit equal to ten (10) times the amount paid for the CAD Application in respect of the period in which the actual CAD Downtime for the month exceeded the CAD Downtime allowable within the Uptime Commitment, up to a maximum credit of 25% of one month's subscription fee paid in consideration for the CAD Application, as illustrated here: CAD Service Credit = (10) * ((1/12) * annual subscription fee) * ((% of Downtime) — (0.05%)) c. Requesting Service Credits. In order to receive a Service Credit, Subscriber must notify Mark43 in writing at 250 Hudson Street, 3rd Floor, New York, NY 10013, Attn: Accounting, with a copy to accounting@mark43.com, or such other address provided by Mark43 from time to time, within fifteen (15) days following the end of the month in which the Downtime occurred. Claims must include the words "SLA Credit Request" in the subject line; the dates and times of each Downtime incident that Subscriber is claiming occurred; and any documentation to corroborate Subscriber's claim of Downtime, ensuring removal or redaction of any confidential or sensitive information in these logs. All claims are subject to review and verification by Mark43 prior to any Service Credits being granted. Mark43 will acknowledge requests for Service Credits within fifteen (15) business days of receipt and will inform Subscriber whether such claim request is approved or denied. If Mark43 confirms that the Uptime Commitment has not been met in the applicable calendar month, Subscriber will be issued a Service Credit within one billing cycle following the month in which Subscriber's request is confirmed by Mark43. Subscriber's failure to provide the request and other information as required above will disqualify Subscriber from receiving a Service Credit. Service Credits will not entitle Subscriber to any refund or other payment from Mark43 and are non -transferable. The parties acknowledge and agree that Service Credits are intended as genuine pre -estimates of loss that may be suffered as a result of any failure to achieve Uptime Commitments and will not be deemed to be penalties. To the extent legally permitted, the issuance of a Service Credit by Mark43 hereunder is Subscriber's sole and exclusive remedy for any failure by Mark43 to satisfy the Uptime Commitment. d. Additional Definitions. "Downtime" with respect to any single In -Scope Application means time in which the Application is not accessible or available to Subscriber for reasons other than those resulting directly or indirectly from an SLA Exclusion. For the avoidance of doubt, slow performance does not constitute lack of accessibility or availability and shall not count as Downtime, unless there is a total loss of ability for the substantial majority 17 Page 413 of 744 of Authorized Users to perform any one of the In -Scope Application Features so as to constitute a total loss of service of that Application, in each case in Mark43's reasonable discretion. The concurrent loss of service of two or more In -Scope Application Features within the same Application will count as a single Downtime event. At the end of each month, Mark43 adds "Downtime" periods together to calculate the overall monthly "Downtime." "In -Scope Application" means the web -accessible Applications identified in subsection (a) above, provided that Subscriber has purchased a subscription for the Applications and signed a valid agreement with Mark43. Under no circumstance shall any reference to an Application that Subscriber has not purchased a subscription and signed an agreement for be construed to entitle Subscriber to use such Application. For the avoidance of doubt, In -Scope Applications do not include mobile versions or Applications that are in beta testing. "In -Scope Application Features" means, in each case: • For RMS Application: (i) the ability to login to the Mark43 RMS; (ii) the ability to view and edit reports and names, property, and vehicles; (iii) the ability to view and edit cases; and (iv) the ability to search for entities within the RMS. • For CAD Application: (i) the ability to login to the Mark43 CAD; (ii) the ability to view / edit / clear events; (iii) the ability to view and edit units; (iv) the ability to search for CAD tickets; and (v) the ability to receive real-time updates when actively connected to an internet-enabled network. "Monthly Uptime Percentage" has the meaning set forth in Section 2(a) of this SLA. "Scheduled Maintenance" means scheduled work related to the Mark43 Application or the hosting environment, which may cause inaccessibility or unavailability of the Mark43 Application. Except as set forth below, Mark43 shall provide at least seven (7) days' advance notice of Scheduled Maintenance whenever practicable, and in no circumstances less than three (3) days' advance notice. In the event that Mark43 determines it is appropriate to perform emergency work related to the Mark43 Application or emergency work is performed related to the hosting environment, such work will be deemed Scheduled Maintenance, provided Mark43 uses reasonable efforts under the circumstances to provide Subscriber with notice at least twenty-four (24) hours prior to such emergency work. Notice of Scheduled Maintenance may be provided by email and, in the case of emergency work, may also be provided by telephone. The total amount of Scheduled Maintenance for the CAD Application shall not exceed sixty (60) minutes during any thirty (30) - day period. e. SLA Exclusions. The Uptime Commitment does not apply to any inaccessibility or unavailability of an Application (the "SLA Exclusions"): • That is not an In -Scope Application; • That occurs prior to Cutover; • That results from Scheduled Maintenance; • That results from a suspension or remedial action, as described in this Agreement; • Caused by factors outside of Mark43's reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Mark43 cloud environment; • That results from actions or inactions of Subscriber or any third party; • That is attributable to Subscriber's own computer equipment or devices, or failure of any software, hardware or service not supplied by Mark43 pursuant to this Agreement, including, without limitation, issues related to network connectivity, internet connectivity or network performance issues at any Subscriber locations, server downtime related to connectivity issues resulting from third -party -managed VPN access to a hosted server or Subscriber's internal network problems, or Software (including interfaces) that is not supplied or maintained by Mark43; • That results from any Integrated Application, Third -Party Data, or any Subscriber -provided application or program; or • That results from the failure by Subscriber, its Affiliates, or any Authorized User to incorporate a Software or Services update or upgrade made available by Mark43. 18 Page 414 of 744 SCHEDULE B Transition Assistance 1. Preparation. a. Subscriber will provide the desired cutoff date of the SaaS Services (the "Cutoff Date") to Mark43, at which time all existing user accounts will be terminated. b. For one (1) year following the Cutoff Date, Mark43 will provide one (1) transition account for Subscriber to access the Applications and retrieve all Subscriber Data as further detailed below. 2. Content. a. Upon Subscriber's request, Mark43 will deliver and make available Subscriber Data to Subscriber within four (4) weeks of the Cutoff Date. Subscriber Data will be delivered as follows: Searchable PDFs: Mark43 will create searchable PDFs of each record (each, a "Record") and provide them to the Subscriber for download. Subscriber may request, and Mark43 will consider, other formats in which to create the Records, but the final format of all Records will be determined in Mark43's sole discretion. Records can be uploaded to Subscriber's new system by the Subscriber or its new vendor. Database Export: Subscriber Data will be provided to Subscriber as an export of Mark43's Microsoft SQL Server Data Lake database. To use the data, Subscriber will need to have access to its own Microsoft SQL Server database. Document/File Export: Documents/file attachments stored within the Mark43 system will be provided to the Subscriber in a zipped folder. Within the folder the Subscriber will find all files with a unique ID appended to the filename. A csv file will be provided to relate the unique file ID with the attached entity type and Mark43 ID. b. If files are too large for practical internet transmission, an encrypted hard drive will be provided. 3. Support. a. Mark43 will maintain Subscriber Data in the Mark43 Applications for up to one (1) year following the Cutoff Date. b. Mark43 will resolve any issues it deems to be the result of errors in the Mark43 platform or export process for a period of six (6) months after the Cutoff Date. c. No less than two (2) years after the Cutoff Date, Mark43 will delete Subscriber Data from all Mark43 online systems (e.g. primary database, replica databases, search databases, application caches, etc.) other than database backups, audit logs and server system logs. d. Within six (6) months from the date of deletion of Subscriber Data from all Mark43 online systems, all Subscriber Data will be erased from database backups. e. Notwithstanding the foregoing, Mark43 reserves the right to retain Subscriber Data on audit logs and server system logs and in support tickets, support requests and direct communications with Mark43. 4. Additional Services. a. Ongoing Web Access: Subscriber may elect to purchase a read-only tenant of the Mark43 system. This service enables Subscriber to utilize a single user log -in to view and access data entered into the Mark43 system up to the date of termination or expiration of this Agreement. Under this service, Subscriber will not have permission to change, modify or update any Subscriber Data. Additional Professional Services: If the Subscriber requires additional Professional Services, these will be billed according to the current market rate for such Services. 5. Fees. In the event that any Fees have not been paid as required under this Agreement, Mark43 may decline to provide the support outlined in this Schedule B until such Fees are paid in full. 19 Page 415 of 744 SCHEDULE C Third -Party Component Terms Google: Users are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy), available by following these links: Google Maps Terms: al,C,;C:r.�s:/�mar.�s.gor cafe.corn/h elt, /;C, ,r s. .)sr[ I Google Privacy Policy h ol,i,r% s..:.gc,r, le.com/)rivac ?h I en& I::::us Acceptable Use: h�p,[[p§://enter.�rise. oo le.com/ma.)s/'terms/e.Aniversal ae.AL)Jhrtml Esri: Users are bound by the following Esri Terms of Service: To the extent permitted by applicable law, Environmental Systems Research Institute, Inc. ("Esri") and its licensors disclaim liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of Esri's solution ("Esri Solution") including, but not limited to, liability for use of the Esri Solution in high-risk activities or liability related to any data supplied by Esri. In the event of any termination of the Agreement, the end user of the Esri Solution ("User") shall (i) cease access and use of the Esri Solution and any data supplied by Esri, and (ii) clear any client -side data cache derived from the Esri Solution or any data supplied by Esri. User will comply with all relevant export laws and regulations of the United States with respect to the Esri Solution, including, but not limited to, the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and User will not export, reexport, transfer, divert, use, or access, directly or indirectly, the Esri Solution in violation of any United States export laws and regulations. User will provide Esri with information about User's export and distribution activities as may be required for Esri to meet its obligations under the United States export control laws and regulations. User shall not remove or obscure any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to the Esri Solution or any Esri materials, output, metadata file, or online or hard -copy attribution page of any data supplied by Esri. Esri and its licensors disclaim all terms in any "click -through" agreements included with the Esri Solution. Esri and its licensors do not warrant that the Esri Solution or any data or materials supplied by Esri will meet User's needs or expectations; that the use thereof will be uninterrupted; or that all nonconformities can or wil I be corrected. Esri and its licensors are not inviting reliance on data in the Esri Solution, and User should always verify actual data in the Esri Solution. Any warranty offered by Mark43 for Mark43's solution the Services shall only apply between Mark43 and User. Esri does not offer any warranties or indemnities to User for the Esri Solution. User shall not use the Esri Solution for any revenue -generating activities. The Esri Solution is for the internal use of User only. User shall not use the Esri Solution independently from the Mark43 solution or in any other product or MILTHK4 User shall not store, cache, use, upload, distribute, or sublicense content provided through the Esri Solution in violation of Esri's or a third -party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation. User's login credentials for the Esri Solution are for User only and may not be shared with other individuals." 20 Page 416 of 744 Amazon Universal Service Terms: h tt..)s://aws.amaz.or�.com/service terms/ ............. Acceptable Use:.a.:I:::.t.s..//,�rvs..:.,r.:p.C.:l...:.rr,r/.!:.... X:/ AuthO (if elected): Acceptable Use: https://cdn.authO.com/website/legal/files/aup-19.pdf RapidSOS (if elected): Subscriber must sign up and accept the terms contained within the following link: https:Hinfo.rapidsos.com/rapidsos-integrations-signup CommSys (if elected): CommSys, Inc., an Ohio corporation ("CommSys") is the owner of certain components of the SaaS Services licensed to Subscriber and your Authorized Users (collectively, "you") by Mark43, Inc. ("VAR") under an agreement between you and VAR (the "SLSA Agreement'). As a condition to the grant to you under the SLSA Agreement of a sublicense to use the CommSys Products (as defined below), and in addition to the restrictions on the scope and use of the license grants contained in the SLSA Agreement, CommSys requires that all users agree that the CommSys Products are subject to the restrictions, terms and conditions set forth herein (the "CommSys Terms and Conditions"). In the event of any inconsistency or conflict between these CommSys Terms and Conditions and the terms of the SLSA Agreement, these CommSys Terms and Conditions shall govern with respect to your use of the CommSys Products. "CommSys Products" shall mean all products and programs of CommSys and all documentation related thereto, whether referred to as "software", "firmware" or otherwise, wherever resident on any media, and whether separately licensed, furnished as a part of equipment, or provided as a result of software services, and further may include programs and related documentation that are owned by third parties and distributed by CommSys under license from the owner thereof. Your use of the CommSys Products pursuant to the SLSA Agreement is subject to your strict compliance with the following CommSys Terms and Conditions: (a) All rights to use the CommSys Products are non-exclusive, non -transferable, and non-sublicensable, and shall terminate automatically upon your failure to comply with any of the CommSys Terms and Conditions. You shall have no title to, or otherwise obtain any rights or interests in the CommSys Products other than the limited sublicense to use such CommSys Products in accordance with the SLSA Agreement. (b) All confidential, proprietary, or trade secret information associated with the CommSys Products, including, but not limited to, all software programs, object code, source code, products, research, technical knowledge, specifications, and other data, is the confidential and proprietary information of CommSys (collectively, "Confidential Information"), and you shall abide by and maintain, and not remove, deface, or destroy, any proprietary markings on any of the CommSys Products or Confidential Information. (c) You may not make any copies of the CommSys Products or Confidential Information. You may use the CommSys Products only for the purposes of and strictly in accordance with the provisions of the SLSA Agreement (as it pertains to the CommSys Products) and the CommSys Terms and Conditions, and you shall not otherwise use, disclose, convey, disseminate, transfer, or assign any of the CommSys Products or Confidential Information. (d) You may not: (i) sell, resell, or distribute the CommSys Products on a stand-alone basis, or other than as integrated in the SaaS Services; (ii) allow the CommSys Products to be used in conjunction with or launched from within any other product; (iii) re -brand, bundle, or re -label the CommSys Products, or use in any manner the CommSys Products with any other software or products; or (iv) use the CommSys Products for internal or third party production purposes or development of products or in violation of law. (e) You shall promptly notify VAR of any actual or suspected use, disclosure, infringement, misappropriation, or unauthorized access of or to the CommSys Products or Confidential Information and shall provide reasonable assistance in the investigation and prosecution of such uses or disclosures. 21 Page 417 of 744 (f) You shall destroy all CommSys Products and Confidential Information if: (i) you cease to use the CommSys Products; (ii) the SLSA Agreement terminates; or (iii) your rights to use the CommSys Products is terminated. (g) You shall not, directly or indirectly, nor cause or allow any other Person to: (i) modify or translate into any other format or language any portion of the CommSys Products or Confidential Information; (ii) use any Confidential Information to create any item which is substantially similar to, competitive with, or performs the functions of any of the CommSys Products; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code for or other Confidential Information with respect to, any of the CommSys Products or Confidential Information; or (iv) modify, copy, reproduce, manufacture, adapt, create derivative works of, translate, localize, or port any of the CommSys Products or the Confidential Information, or allow any employee, representative, consultant, agent, or other third party to engage in such conduct. (h) You agree that any item resulting from any actions under (g) above shall be the sole and exclusive property of CommSys. You agree that all of the CommSys Products and Confidential Information are highly valuable to CommSys, and that any breach of the CommSys Terms and Conditions would severely damage CommSys, the extent of which damage would be difficult to ascertain, and therefore you agree that CommSys is a third party beneficiary of the SLSA Agreement and in such capacity is entitled to seek, among other remedies, immediate injunctive and other equitable relief for any such breach. (i) Your right to use the CommSys Products shall terminate, and all use of the CommSys Products shall immediately cease: (A) upon the termination of the License Agreement; (B) in the event you cease to use the CommSys Products, or (C) in the event of a breach by you of any of these terms and conditions. Q) You agree that no relationship of any kind other than that of licensor and licensee is created between you and CommSys, and that neither you nor CommSys will represent or hold out to be an agent, representative, employee, partner, or joint venture of the other, no shall you or CommSys transact any business in the name of the other party nor on the other party's behalf, nor in any manner or form, make promises, representations, or warranties, or incur any liability for or on behalf of the other party. (k) You may not assign any of your rights or obligations with respect to the CommSys Products or with respect to these CommSys Terms and Conditions. ALL COMMSYS PRODUCTS ARE PROVIDED TO YOU "AS IS", AND NEITHER COMMSYS NOR VAR MAKES, AND COMMSYS AND VAR EACH EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE COMMSYS PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND FURTHER PROVIDED THAT NEITHER COMMSYS NOR VAR MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITIES, WITH RESPECT TO ANY THIRD PARTY PROGRAMS OR APPLICATIONS. IN NO EVENT SHALL COMMSYS OR VAR BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSSES OR DAMAGES ARISING OUT OF CLAIMS FOR LOSS OF BUSINESS, GOODWILL, DATA OR PROFITS, OR ARISING OUT OF CLAIMS FOR TORT, UNDER STATUTE, BREACH OF WARRANTY OR CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 22 Page 418 of 744 SCHEDULE D Data Processing Addendum 1. Definitions. For purposes of this this Data Processing Addendum ("DPA"), "Subprocessor" means a Mark43 Affiliate or other third party engaged by Mark43 for the purpose of hosting, storing or otherwise processing Subscriber Data as authorized by this Agreement or otherwise in writing by Subscriber. Terms not otherwise defined in this DPA have the meaning set out in this Agreement. 2. Subscriber Data. The obligations in this Schedule apply to Subscriber Data in the custody or control of Mark43 and its Subprocessors. They do not apply to Subscriber Data in the custody or control of any other party, including Subscriber Data under Subscriber's custody or control outside of the Services or Subscriber Data maintained by an Integrated Application Provider or transmitted or accessed on or through an Integrated Application. Disclosure. Mark43 will not disclose Subscriber Data to any third party except: (i) to Authorized Users; (ii) as permitted under this Agreement; (iii) to its Subprocessors, provided that each Subprocessor agrees to protect Subscriber Data in a manner substantially in accordance with this DPA; or as provided by this DPA with respect to any Disclosure Request. Notwithstanding the foregoing or anything in this DPA to the contrary, Subscriber acknowledges and agrees that (a) Mark43 utilizes major providers of cloud -based services for processing certain Subscriber Data through the Services (each, a "Cloud Provider"), (b) each Cloud Provider has its own data protection practices that are applicable to its delivery of services to its customers, and (c) Cloud Providers will not agree to separate data protection practices on a customer -by - customer basis; therefore, Cloud Providers will not be required to comply with the obligations in this DPA to the extent that they are inconsistent with each Cloud Provider's own data protection practices, but Mark43 will use reasonable efforts to assess that each Cloud Provider complies with its own data protection practices, which may include periodic examination of SOC 2 reports or comparable reports made available by Cloud Provider. 4. Information Security Program. Mark43 will implement and maintain a written information security program that contains reasonable administrative, technical and physical safeguards intended to protect Subscriber Data from unauthorized access, disclosure, use, modification, loss or destruction. 5. Access. Mark43 will maintain appropriate access controls to Subscriber Data, including limiting access to Subscriber Data only to personnel who require such access in order for Mark43 to provide Services to Subscriber or to otherwise exercise Mark43's rights or perform Mark43's obligations under this Agreement. Mark43 will require its personnel to protect Subscriber Data in accordance with the requirements of this DPA and will provide its personnel with appropriate information security training. Information Security. a. Mark43 maintains its information security program and applicable safeguards at all Mark43 sites at which an information system that stores or otherwise processes Subscriber Data is located. b. Mark43 maintains network security using commercially available equipment and industry standard techniques, including firewalls, router access control lists, intrusion detection and/or prevention systems, penetration testing, vulnerability scanning, and patch management tools. c. Mark43 will encrypt, using industry -standard encryption tools, all Subscriber Data that Mark43: (i) transmits or sends wirelessly or across public networks; (ii) stores on laptops or removable storage media; and (iii) stores on portable devices. Mark43 will safeguard the confidentiality and availability of all encryption keys associated with encrypted Subscriber Data. d. Mark43 installs and maintains endpoint security measures such as anti-virus and malware protection software intended to protect Subscriber Data from malicious code. e. Mark43 undertakes appropriate logging and monitoring to enable recording of information security - related actions and identification of anomalous events. f. Mark43 develops software used to deliver the Services in accordance with secure software development principles. 7. Security Incident Management. Unless otherwise prohibited by law, Mark43 will notify Subscriber promptly (and in any event within seventy-two (72) hours) in the event Mark43 reasonably believes that there has been any unauthorized access, acquisition, disclosure, use, modification, loss or destruction of Subscriber Data ("Security Incident"). Mark43 will promptly investigate the Security Incident, will take necessary steps to eliminate or contain the exposure of Subscriber Data, and will keep Subscriber informed of the status of the Security Incident. Mark43 will provide reasonable assistance and cooperation requested 23 Page 419 of 744 by Subscriber or Subscriber's designated representatives to correct, remediate, or investigate the Security Incident or to mitigate potential damage resulting from it, including any notification that Subscriber may determine appropriate to send to affected individuals, regulators or third parties. 8. Business Continuity. Mark43 implements appropriate disaster recovery and business continuity plans and reviews and updates such plans regularly. Back-up copies of critical business information and software are created regularly and tested to verify their integrity. Audits. Upon Subscriber's request, Mark43 will make available to Subscriber up to once per year a copy of a third -party assessment, such as a SOC 2 report or comparable report ("Third -Party Report"), if Mark43 has obtained such a Third -Party Report for the Services; or if Mark43 has not obtained a Third -Party Report for the Services, Subscriber may provide to Mark43 a security assessment questionnaire related to the Services, which Mark43 will accurately and promptly complete. Such a questionnaire must be reasonable in scope and may include questions seeking verification of compliance with the terms and conditions of this DPA. All Third -Party Reports or information accessed by or otherwise disclosed to Subscriber in connection with any such review will be considered Confidential Information of Mark43. 10. Return/Disposal. Upon termination or expiration of this Agreement, Mark43 will cease handling Subscriber Data and will take reasonable steps to return or destroy Subscriber Data according to the timeframes set out in Schedule B of this Agreement. If Mark43 has any legal obligation to retain Subscriber Data beyond the periods otherwise specified by Schedule B, Mark43 will notify Subscriber in writing of that obligation, to the extent permitted by applicable law, and will return or destroy the Subscriber Data in accordance with this DPA as soon as possible after that legally required retention period has ended. If Mark43 disposes of any paper, electronic or other record containing Subscriber Data, Mark43 will take all reasonable steps to do so by: (a) shredding; (b) permanently erasing and deleting; (c) degaussing; or (d) otherwise modifying Subscriber Data in such records to make it unreadable, unreconstructable and indecipherable. 11. Location of Subscriber Data. Subscriber Data stored or transmitted through the SaaS Services in Subscriber's user accounts shall be hosted by a Cloud Provider in the United States. 24 Page 420 of 744 SCHEDULE E Order Form 1. Services. The Services covered by this Agreement consist of the following: SaaS Services with respect to the following Applications: Computer Aided Dispatch (CAD); Records Management System, including Case Management, Property and Evidence (RMS); and Analytics. Professional Services as detailed in the Statement of Work. 2. Subcontractors. CommSys, Inc. 3. Initial Term. The Initial Term is the period commencing on the Effective Date and ending on October 2, 2028. 4. Renewal Terms. Any Renewal Terms shall be for a period of one (1) year. 5. Fees. For the Initial Term, the following Fees will apply: Recurring Fees: 25 Page 421 of 744 DLK 1: Data Lake - Base Not to Exceed 1 instance $10,000.00 $10,000.00 ANA 1: Analytics BI Suite Viewer Not to Exceed 10 licenses $1,350.00 $1,350.00 ANA 2: Analytics BI Suite Explorer Not to Exceed 5 licenses $2,400.00 $2,372.00 RMS 1: RMS Core Not to Exceed 162 total sworn $145,800.00 $109,350.00 RMS 2: RMS Case Management Module Not to Exceed 162 total sworn $46,980.00 $32,886.00 RMS 3: RMS Property and Evidence Management Module Not to Exceed 162 total sworn $64,800.00 $48,600.00 CAD 1: CAD Dispatcher/Call- Not to Exceed 22 call -takers / Taker dispatcher(s) $79,200.00 $55,440.00 CAD 2: LE First Responder Not to Exceed 162 total sworn $97,200.00 $52,002.00 Not to Exceed 164 CAD 3: Fire First Responder responder(s) $98,400.00 $24,600.00 ®® dss dsgy s s sgy Support & Maintenance - 1nterfaces Included $0.00 $0.00 Success Package - Bronze Included $5,000.00 $0.00 25 Page 421 of 744 *For the avoidance of doubt, this is the recurring fee that will serve as the baseline for the recurring fees to be charged during any Renewal Term. Additional increases may be applied at any time during the Initial Term if required quantities increase. Mark43 will notify Subscriber of any changes to the fees for any Renewal Term at least forty-five (45) days prior to the start of the Renewal Term. One -Time Fees: 26 Page 422 of 744 a ME NMZEMNEU=Nm�� Implementation Tenant: provisioning environments for configuration, testing, and training during the implementation period N/A $336,600.00 $336,600.00 IMP -CORE -RMS -1: RMS Core 1 Implementation 1 $54,600.00 $46,410.00 IMP -CORE -RMS -1: CAD Core 1 Implementation 1 $54,600.00 $46,410.00 IMPL-ADD-RMS 1 P: Implementation Services for Reports 1 $50,000.00 $50,000.00 Writing Module IMPL-ADD-CAD 1: Implementation Services for CAD 1 $40,000.00 $24,000.00 Fire/EMS IMPL-ADD-RMS 2S: Implementation Services for Case 1 $6,000.00 $5,250.00 Management Module IMPL-ADD-RMS 3P: Implementation Services for 1 $10,000.00 $7,500.00 Evidence Module Additional Services: Go -Live Support (T&M) 12 days $24,000.00 $19,200.00 TRN 0: Mark43 Training Credits 80 credits $44,000.00 $35,200.00 PAR: CommSys Implementation 1 $1,040.00 $1,040.00 Level 0 Interface Development 6 interfaces $0.00 $0.00 Level 1 Interface Development 2 interfaces $14,000.00 $8,750.00 Level 2 Interface Development 3 interfaces $30,000.00 $18,000.00 EMS 26 Page 422 of 744 6. Payment Schedule. a. Initial Term: Subscriber will pay the Fees detailed in Section 5 above according to the following schedule during the Initial Term. u�.. �,w ,. a ,w u� w. o� w.. 11111 1 ill 11111111111111 111 Payment due according to the following schedule: u� w. $631,217.99 - Effective Date $300,000.00 - Due on October 3, 2023 $216,924.00 - Cutover/Go-Live $114,293.99 Payment due on October 3, 2024. $330,000.00 Payment due on October 3, 2025. $330,000.00 Payment due on October 3, 2026. $330,000.00 Payment due on October 3, 2027. $330,000.00 Payment due on October 2, 2028. $100,000.00 TOTAL PAYMENTS OVER INITIAL TERM $2,051,217.99' b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal Term. The Fees due pursuant to this Payment Schedule include a special offer in the value of $84,150.00 in waived Recurring Fees, applied during the Initial Term. 27 Page 423 of 744 ADDENDUM TO SOFTWARE LICENSE AND SERVICES AGREEMENT THIS ADDENDUM ("Addendum"), is dated 2023, and is entered into by and between: THE CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as "CITY," and MARK43, INC., a Delaware for-profit corporation ("VENDOR"). The CITY and VENDOR shall be collectively referred to herein as the "Parties" and individually as a "Party.,, WHEREAS, the CITY desires to utilize the services of the VENDOR related to the Software License and Services Agreement to provide SaaS Services and Professional Services in connection therewith, as more particularly described in VENDOR's Software License and Services Agreement to which this Addendum is attached; and, WHEREAS, the Parties wish to incorporate and supplement the requirements set forth in the Software License and Services Agreement (this Addendum and the Software License and Services Agreement may be collectively referred to herein as the "Agreement") with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, the Parties agree as follows: Term and Termination. The term of this Addendum shall run coterminous with the Software License and Services Agreement. 2. Payment Terms. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes and for the avoidance of doubt shall be due and payable within thirty (30) days of the invoice date. The CITY shall not be subject to late charges for past due amounts in excess of one percent (1%) as provided for in §218.74, Florida Statutes. Prices applicable to CITY do not include applicable state and local sales, use and related taxes. The CITY represents that it is exempt from state and local sales and use taxes and shall not be invoiced for the same as long as such status is retained. 3. Tax Exempt. CITY represents that CITY is a tax-exempt entity and not subject to the payment of taxes under the Agreement. Upon request CITY will provide VENDOR with proof of tax-exempt status. If such status changes, and/or if any taxes are required to be 100555004.1 306-90018211 Page 424 of 744 withheld on any payment, CITY will pay such additional amounts as are necessary so that the net amount received by VENDOR is equal to the amount then due and payable under the Agreement. 4. Public Records. VENDOR shall comply with the applicable provisions of Chapter 119, Florida Statutes. Specifically, VENDOR shall: 4.1 Keep and maintain public records required by the CITY in order to perform the service; 4.2 Upon request from the CITY's custodian of public records, provide the CITY with a copy of requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; 4.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the VENDOR does not transfer the records to the CITY; and 4.4 Upon completion of the contract, transfer, at no cost to the CITY, all public records in possession of the VENDOR, or keep and maintain public records required by the CITY to perform the service. If the VENDOR transfers all public records to the CITY upon completion of the contract, the VENDOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the VENDOR keeps and maintains public records upon completion of the contract, the VENDOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records in a format that is compatible with the information technology systems of the CITY. 4.5 The failure of VENDOR to comply with the provisions set forth in the Agreement shall constitute a default and breach of the Agreement, for which, the CITY may terminate the Agreement subject to Section 6.2(a) of the Software License and Services Agreement. Failure to comply with said statutory requirements may subject VENDOR to penalties under 119.10, Florida Statutes, as amended. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC 100555004.1 306-90018211 Page 425 of 744 RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK PO BOX 310 BOYNTON BEACH, FLORIDA, 33425 561-742-6061 C CL fc-, La S 5. Sovereign Immunity. Nothing contained in the Agreement, nor contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or §768.28, Florida Statutes, as may be amended from time to time, as amended, regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to VENDOR for punitive or exemplary damages or for lost profits or consequential damages. 6. Scrutinized Companies. VENDOR, its principals or owners, certify that they are not listed on the Scrutinized Companies that Boycott Israel List, Scrutinized Companies with Activities in Sudan List, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations with Syria. In accordance with §287.135, Florida Statutes, as amended, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with any agency or local governmental entity for goods or services of - 6.1 Any amount if, at the time bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or is engaged in a boycott of Israel; or 6.2 One million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company: 6.2.1 Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to §215.473, Florida Statutes; or 6.2.2 Is engaged in business operations in Syria. 7. Employment Eligibility. VENDOR certifies that it is aware of and complies with the applicable requirements of §448.095, Florida Statues, as may be amended from time to time and briefly described herein below. 7.1 Definitions for this Section. 100555004.1 306-90018211 Page 426 of 744 7.1.1 "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. 7.1.2 "Contractor" includes, but is not limited to, a vendor or consultant. 7.1.3 "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. 7.1.4 "E -Verify system" means an Internet -based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 7.2 Registration Requirement; Termination. Pursuant to §448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E -Verify System to verify the employment eligibility of: 7.2.1 All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and 7.2.2 All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work specific to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E - Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and 7.2.3 The Contractor shall comply with the provisions of Section 448.095, Florida Statutes., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E -Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit {00555004.1306-90018211 Court no later than twenty (20) calendar days after the date of Page 427 of 744 termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. Termination for Convenience. Beginning on the third anniversary of the date of this Addendum, , City may, upon one hundred eighty (180) calendar days' written notice to VENDOR, without cause and without prejudice to any other right or remedy, terminate this Agreement for City's convenience. Where the Agreement is terminated for the convenience of City, the notice of termination to VENDOR, must state that the Agreement is being terminated for the convenience of City under this termination clause, the effective date of the termination, and the extent of termination. VENDOR shall be paid for the services up to and including the effective date of the termination. This shall mean payment for all completed tasks and payment for uncompleted tasks based upon a percentage of completion of such uncompleted tasks. VENDOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 9. Attorneys' Fees. In the event that either Party brings suit for enforcement of the Agreement or for collection of payment, each Party shall bear its own attorney's fees and court cost. 10. Equal Opportunity. VENDOR shall comply with all applicable provisions of federal, state and local equal employment laws and shall not engage in or commit any discriminatory practice against any person based on race, color, creed, religion, national origin, ancestry, age above the age of 21, sexual orientation, gender identity or expression, marital status, pregnancy, familial status, veterans status, political affiliation, or physical or mental disability and such person's association with members of such classes or in retaliation for or opposition to any such practices against any employee of, any CITY employee working with, or applicant for employment or any other factor which cannot be lawfully used as a basis for service delivery. 11. Binding Authority. Each person signing this on behalf of either party individually warrants that he or she has full legal power to execute this Addendum on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Addendum. 100555004.1 306-90018211 Page 428 of 744 IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year first written above. ATTEST: Name: Approved as to form: MICHAEL D. CIRULLO, JR, CITY ATTORNEY 100555004.1 306-90018211 CITY OF BOYNTON BEACH DANIEL DUGGER, CITY MANAGER DATE: Page 429 of 744 WITNESSED BY: Print Name Print Name: STATE OF ) COUNTY OF ) MARK43, INC., a Delaware For Profit Corporation BY: _ Name: Title: The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this _ day of , 2023 by as of MARK43, INC., a Delaware For Profit Corporation, on behalf of the company, who is personally known to me or has produced as identification. SWORN TO AND SUBSCRIBED BEFORE ME this day of , 2023. NOTARY PUBLIC 100555004.1 306-90018211 Page 430 of 744 Statement of Work City of Boynton Beach Police Department Page 431 of 744 RE2= II III of Cantents r..a b.1 e of Q o n le n I s ,.S ta I e v n e n I o I WD r k 02 e rYJ e w. 22.pe of Serv�ces ........................................................................................ 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C D S stem Advnin�stration .................... .................... .......... y ..................................................................................................................................... ..3 GALI: Ei.r 1.sl Hal.samdDl Page 433 of 744 Statement of Wark Overview This Statement of Work (SOW) outlines the Professional Services to be provided to the City of Boynton Beach (Subscriber) to assist with the setup, configuration and optimization of the Mark43 Applications in accordance with the Software License and Services Agreement (SLSA) entered into by Mark43 and Subscriber in conjunction with this SOW. The Mark43 Project Team shall perform in accordance with this SOW, which shall be effective as of the Effective Date. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SLSA. Any changes to this document will be handled through a Change Order outlined in the Change Order Process section of this document. If a service is not listed in this document, it is not considered part of the project. Scope of Services The Professional Services hereunder include tasks designed to achieve specific business outcomes ("Outcomes"), and the timeline and approach for completion shall be mutually agreed upon by the SUBSCRIBER and Mark43. f u tcourne. IlPiro„ject Goveirinaince Description Mark43 to provide overall project management and governance of the services purchased. Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Prerequisites for SUBSCRIBER • Kickoff Activities o Identify key stakeholders (can be the o Welcome email same person) o SUBSCRIBER Kickoff Meeting ■ Executive Sponsor ■ Mark43 SUBSCRIBER Journey ■ RMS Lead Overview ■ CAD Lead ■ Mark43 Professional Services ■ Interface Lead (if applicable) Overview ■ Data Migration Lead (if o Statement of Work Review (In Scope / applicable) Out of Scope) ■ Technical Lead o Review of Mark43 Team, SUBSCRIBER ■ Training Lead Team and associated roles and ■ Launch Support Lead responsibilities ■ Project Manager o Review the Status of Pre -Requisites • Although not mandatory, ■ Weekly check -ins until it is highly completed recommended that the o Review the On -Site Visit Schedule agency also has their o Establish weekly/bi-weekly project own internal project status meeting manager o Escalation Process o Set aside time for regularly scheduled o Review On -Site 1 (Operational 4 Page 434 of 744 project status meeting, typically weekly or bi-weekly Set aside time for regularly scheduled application practice Alert Mark43 to any dates that are of special interest or major significance P II, i,c a t 9,,,,,,,,,,,i ,,,,,,,,,,;,,,,,,,,,,t u„ Enablement Workshop and Application Setup) o Review future Training Activities Project Documentation / Ongoing Activities • Project Charter, Project Plan, and Key Milestones • Resource Scheduling • Weekly/bi-weekly project updates • Issue/Risk Management • Change Order Process Description Application Setup consists of the activities related to configuration of the Mark43 software. This phase begins prior to the RMS or CAD Product Consultant's on-site visit and will be continued virtually, as required, for all outstanding tasks. f utcoinne: f 1peiratiiuoiurmallll IliEiiriall lllleui rieiurif Woirkslhqp Description The Mark43 Operational Enablement Workshop is an overview of which activities need to occur during the Application Setup phase to achieve "enablement". A special emphasis will be placed on which report types and modules will need to be configured, tested and validated. If applicable, a summary of the data migration and interface scope - which may or may not impact workflows - will also be reviewed. At the conclusion of the Operational Enablement Workshop, Application Setup activities can commence. Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Ensure the key stakeholders attend (in-person • Host Operational Enablement Workshop for the or virtually) the Operational Enablement key SUBSCRIBER stakeholders Workshop • Demo the Mark43 Foundation tenant, • Provide a physical room that can accommodate highlighting the key applications that will need up to 15 people and allows for the Mark43 to be setup tenant to be presented to those in the room. o Review the activities for the Application Setup Phase o If necessary: ■ Review the high-level scope of the Data Migration ■ Review the high-level scope of each Interface 5 Page 435 of 744 f u tcourne. °Teiunaiun'tIlPiro iiusiiuoiuniiiung Description The initial setup of the SUBSCRIBER's Mark43 core foundation tenant. NOTE: The core foundation tenant will serve as the environment where the application setup and interfaces are configured, tested and validated. Tenants required for data migration will be "cloned" from the core foundation tenant. Production tenants will also be cloned from the core foundation tenant. Foundation Tenant Setup (settings to be configured) • Tenant Setup o Login Background o Subdomain (URL) o Report Event Number (REN) Formatting o Agency(s) Information o Compliance Settings ■ Agency Name ■ Federal NIBRS Mapping ■ Agency Code ■ State IBRS Mapping ■ Agency ORI ■ Other State/Local Compliance ■ County Indicator Mapping ■ NIBRS Start Date o Upload Initial User List (Project SMEs) ■ Agency Type ■ Email • Department Profile Information ■ First Name o Department Logo ■ Last Name o Department Information ■ Badge ID # ■ Display Name ■ Default Roles ■ Department Status (Test, Training, etc.) ■ Time Zone ■ NIBRS Regional Group ■ DEx Regional Group ■ Compliance Group o Department Contact Information ■ Phone Number ■ Website o Location Bias ■ Center Lat/Long ■ Lat/Long for NE Corner ■ Lat/Long for SW Corner Production Tenants Tenant Name Agency or Agencies Boynton Beach 11 (includes Police and Fire together) 6 Page 436 of 744 Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • If necessary, provide any required information • Using the SUBSCRIBER's information, provision to Mark43 a core foundation tenant • Complete any required templates to support the • Provide any required templates to support the application setup application setup f u tcoiirne. IIRII -Reil oiur°Is II o de Setup Description The review and configuration of select fields, attributes, rules and/or settings for the primary core Report Types and any additional secondary Report Types (up to 12 in total). Offense/Incident Report Setup • Event Information Card • Vehicle Card Side Panel o Routing Units o NIBRS Property Status* o Event Statistics (mapped to NIBRS) o Review Optional Fields o Association Types ■ Weather o Tow Companies ■ Other Law Enforcement o Drop -Off Locations Agencies On Scene • Offense/Incident Card (also see information Compliance Review) ■ Notification Details o Offense Codes (mapped to • Location Side Panel NIBRS) o Subdivision 1 Name o Incident Types o Subdivision 2 Name • Submissions Card o Subdivision 3 Name o Notify Users/Roles • Person Side Panel • Miscellaneous o Cautions o Routing Labels o Medical Treatment ■ Designed to help with o Medical Facility routing for Case o Name Identifier Type Management o Criminal Street Gang Names o Society Profiles • Organization Side Panel o Offense/Incident Status (Report o Organization Type* (mapped to Disposition) NIBRS) • Default Settings • Property Card o Name of the Report o Item Categories* (mapped to o Abbreviation NIBRS) o Display Title Format o Identifier Type o Report History Settings o NIBRS Property Status* o Levels of Approval (mapped to NIBRS) o Creation Restriction Settings o Association Types o Record ID / Number Sequence o Reasons for Police Custody Formatting o Drop -Off Locations o User/Role Permissions Page 437 of 744 Arrest Report Setup Report Type Name Purpose • Arrest Card • Default Settings o Arrest Type* (mapped to NIBRS) o Name of the Report o Tactics Used o Abbreviation o Arrest Statistics o Display Title Format • Charges Card (also see Compliance o Report History Settings Review) o Levels of Approval o State Charge Codes o Creation Restriction Settings o Local Charge Codes o Record ID / Number Sequence o Legacy Options Formatting • Booking Card o User/Role Permissions o Arrest Disposition* (mapped to NIBRS for Juveniles) • Court Case Card o Court Type o Place Detained At • Arrest Documentation Output o Exports to support the Arrest Process Supplement Report Setup Report Type Name Purpose • Supplement Card • Default Settings o Supplement Type o Name of the Report • Involved Profiles Card o Abbreviation o Involvement Type o Display Title Format o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Additional Report Types Setup (See Appendix for Detailed Description) Report Type Name Purpose TBD TBD TBD TBD TBD TBD TBD TBD $ Page 438 of 744 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings • Set aside time to work through the Practice described above Scenario examples after the application is set • Provide any required templates to support the up application setup o Update the Configuration Validation • Provide Practice Scenario examples after the Checklist application is initially setup • Provide the Configuration Validation checklist after the application is initially setup f u tcoiirne. RMS -Case II aiunageiurneiun't II odde Setup Description The review and configuration of select fields, attributes, rules and/or settings of Case Management module in the RMS. Case Management Module Setup • Case Types (up to 5) • Case Statuses o Case Name o Can be mapped to Open, Inactive or o Default Assigned Investigator Closed o Default Routing Unit • Routing Labels o Default Supervisor o These are located on the side of each o Default Case Status report to help with routing/flagging o Default Due Date • Global Saved Searches o Default Case Tasks • Workflow Status Terminology (New, Will Not o Default User and Role Investigate) Permissions 9 Page 439 of 744 Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings • Set aside time to work through the Practice described above Scenario examples after the application is set • Provide any required templates to support the up application setup o Update the Configuration Validation • Provide Practice Scenario examples after the Checklist application is initially setup o Server Network • Provide the Configuration Validation checklist o Print Network after the application is initially setup f u tcoiirne. IIRII -Eviiu eiunce II odde Setup Description The review and configuration of select fields, attributes, rules and/or settings of the Evidence module in the RMS. Evidence Module Setup • Property Card Configuration • Chain of Custody Options o Item Categories* (mapped to o Check in -Temporary Facility NIBRS) o Check in - Main Facility o Identifier Type o Update Location Within Facility o NIBRS Property Status* o Check Out - External Location (mapped to NIBRS) o Check Out - Person o Association Types o Disposition o Reasons for Police Custody (see Retention Policies) o Released o Drop -Off Locations o Permanent Transfer - Another • Retention Policies Agency o Evidence (based on Offense • Barcode Label Configuration Code) o Variables to appear on Label o Other (based on Reason for • Label Printer Setup Police Custody) o Name • Disposition Approval Settings o Server Network o Number of levels (0, 1 or 2) o Print Network o Preferred Workflow o Print Settings �� Page 440 of 744 o Alternate Workflow Storage Locations o Location Information o Sub -Location Hierarchy o Temporary Storage/ Permanent Storage o Location Permissions Responsibilities • Item Type Settings o Vehicles Y/N to be tracked as Evidence • Release Timer Settings o Final Release Wait Period • Review Evidence Exports to be Enabled (Evidence Documents) SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings • Set aside time to work through the Practice described above Scenario examples after the application is set • Provide any required templates to support the up application setup o Update the Configuration Validation • Provide Practice Scenario examples after the Checklist application is initially setup • Provide the Configuration Validation checklist after the application is initially setup f u tcoiirne. IIRll 11 mm ii riiiuiuriiius°i°iura"tive e°f.fiiingis Description The review and configuration of the Administrative Setting preferences within RMS. Administrative Settings • Users, Roles and Abilities • Other Admin Tools o Default Roles o Routing Labels o Preferences for Abilities o Export Presets o Upload Users o Export Release Tracking • Permissions Configurations o Narrative Guideso o Report Types Upload Fillable PDFs ■ Setup Default User and ■ SUBSCRIBER is Role Permissions responsible for creating o Additional Modules Enabled and mapping fillable ■ Setup Default User and PDFs o Upload Form Templates Role Permissions -11- Page 441 of 744 ■ SUBSCRIBER is responsible for creating templates o Workflow Status Terminology (Draft, Rejected, Pending, Approved, Completed) o Create Global Saved Searches o Setup External Links o Tasks Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings • Set aside time to work through the Practice described above Scenario examples after the application is set • Provide any required templates to support the up application setup o Update the Configuration Validation • Provide Practice Scenario examples after the Checklist application is initially setup • Provide the Configuration Validation checklist after the application is initially setup f u tcoiirne. C ,D-Coiure ApplHcafioin Setup Description The review and configuration of select fields, attributes, rules, preferences and/or settings in the CAD. CAD -Core Application Setup Initial CAD Configuration CAD Dispatch • Agency/Agency Code • Shortcut Keys o Agency Name o Shortcut Command o Agency Abbreviation o Shortcut Key Combination o Agency ORI • Command Line o Agency Type (Police, Fire, EMS) o Command Abbreviation o Disposition Required to Close Events o Command Line Description o Automatic Event Based REN • On -View • Dispatch Area o Self -Initiate 12 Page 442 of 744 • Radio Channels o Primary Radio Channel o Radio Channel Abbreviation • Dispatch Group • Calls for Service Types o Priorities Attributes o Risk Level Attributes o CFS Types ■ CFS Abbreviation/Code ■ CFS Description ■ Buffer Minutes ■ Priority ■ Event Origin (Emergency Call, Non -Emergency) • Unit Statuses o Description o Abbreviation • Unit Status Transitions • Unit Timer • Event Clearing Dispositions o Description o Abbreviation • Units/Unit Types o Unit Type Description o Unit Type Abbreviation o Unit Type o Units ■ Call Sign ■ Unit Type ■ Additional Unit Types ■ Equipment ■ Agency ■ Dispatch Area ■ Station ■ Is Member Required ■ Tag Number • Workspaces & Queues • Call Taker Stations CAD Administration • Users o User Skill • Roles/Abilities • CAD Preferences Optional Configuration • Event Labels • Service Rotations o Service Rotation Type ■ Service Abbreviation ■ Service Type Name ■ Provider Responses o Service Rotation Provider ■ Service Provider Name ■ Capabilities ■ Primary Phone ■ Address ■ Comments o Service Rotation List ■ Name ■ Rotation Area • Messaging Groups o Messaging Group Name o Description o Group Type ■ Users ■ Units ■ Dispatch Area Owners ■ Call Taker Stations • Contact List/Rolodex o Rolodex Types o Primary/Secondary Contact o Phone Number/Address o Note First Responder • Self -Initiate o CFS Types • Shortcut Keys o Shortcut Command o Shortcut Key Combination Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Provide export of legacy CAD data • Host configuration sessions to setup the 13 Page 443 of 744 • Attend configuration sessions to setup the application with the relevant decision makers and SMEs • If necessary, explain current operational practices and procedures • Make final configuration selections for field names, attributes, rules and admin settings described above • Complete any required templates to support the application setup • Set aside time to work through the Practice Scenario examples after the application is set up o Update the Configuration Validation Checklist application • Review and explain how fields, attributes, rules and admin settings described above can be configured • Provide best practices to the SUBSCRIBER for application setup based on operational practices • Assist SUBSCRIBER with initial configuration of fields, attributes, rules and admin settings described above • Provide any required templates to support the application setup • Provide Practice Scenario examples after the application is initially setup • Provide the Configuration Validation checklist after the application is initially setup f u tcoiirne. C ,JID- ,rel iiu°i°iiuoiun4all 011Wss Setup Description The review and configuration of select fields, attributes, rules and/or settings of any additional Class in CAD. CAD Additional Class Setup • Fire Stations • Unit Statuses • Response Plans o Description o Resource Patterns o Abbreviation o Run Order • Unit Status Transitions o Move Ups • If necessary, explain current operational • Combined Calls For Service practices and procedures o Priority • Make final configuration selections for field o Event Origin names, attributes, rules and admin settings o Alarm Level described above Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Provide export of legacy CAD data • Host configuration sessions to setup the • Attend configuration sessions to setup the application application with the relevant decision makers • Review and explain how fields, attributes, rules and SMEs and admin settings described above can be • If necessary, explain current operational configured practices and procedures • Provide best practices to the SUBSCRIBER for • Make final configuration selections for field application setup based on operational names, attributes, rules and admin settings practices described above • Assist SUBSCRIBER with initial configuration of • Complete any required templates to support the fields, attributes, rules and admin settings 14 Page 444 of 744 application setup • Set aside time to work through the Practice Scenario examples after the application is set up o Update the Configuration Validation Checklist f u tcouirne. CJS „ steiurmris Illliinteiurface IIIXEx Setup described above Provide any required templates to support the application setup Provide Practice Scenario examples after the application is initially setup Provide the Configuration Validation checklist after the application is initially setup Description Mark43 will work with the SUBSCRIBER to coordinate a successful CJIS and Data Exchange (DEx) CAD implementation through a partnership with a 3rd party CJIS systems interface provider. CJIS/DEx Technical Setup • Purchase and Setup of CJIS Systems Interface ■ Software Requirements: Mark43 server. (Subscriber is responsible for fully will provide up to date supporting the hardware and Operating System documentation to the software). subscriber. o Hardware Requirements: Mark43 will Provide SUBSCRIBER with hardware and provide up to date documentation to the subscriber. Windows based server hardware and operating Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Apply for & obtain state CJIS Systems Agency • Complete/Execute 3rd party CJIS interface (CSA) approval for message switch interface, in vendor Contract support of the project • Provide SUBSCRIBER with hardware and • Purchase/Deploy/Support CSA interface software requirements documentation for CSA Windows based server hardware and operating interface Windows based server. system • Complete 3rd Party CJIS interface vendor • Compile Device Name/Host Name.mnemonic/ Checklist state terminal id, and ORI configuration list • Configure DEx Settings in Mark43 • Complete DIS Installation • Coordinate Installation of 3rd party CJIS • Configure DEx users in Mark43 interface software on to Subscriber provided • Configure DEx devices in Mark43 CSA interface server • Complete DEx testing in Mark43 • Deploy DEx interface on to interface server (Linux server) and test • Coordinate configuration of Subscriber supplied Device Name/Host Name./mnemonic,/ state terminal id, and ORI configuration list • Cutover/Validation/Go-live Plan 15 Page 445 of 744 f u tcoirne: IIS Data II14IP e Setup Description The setup of the Mark43 Data Lake for the foundation tenant and production tenant. Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Complete Data Lake Request Form • Provide Data Lake Request Form • Installation of SQL Server Management Studio • Set up Data Lake • Grant Data Lake access to authorized users Mark43 offers a variety of Time and Material Services to assist with the functions below. T&M Days (1 day = an 8 hour block of time) can be used on the following services: • GIS (Locations) Assistance • Compliance Code Assistance • Technical Requirements Assistance • Analytics/Data Lake Assistance • Fillable PDF Assistance • Self -Build Interfaces • RMS Assistance • CAD Assistance The following T&M credits are included in the initial scope to T&M Days Mark43 Products Quantity RMS/CAD/Analytics 12 days Description: GIS (Locations) Assistance The setup of the SUBSCRIBER's shapefile types and other location entities in Mark43 in order to resolve locations and addresses. NOTE: Mark43 provides ESRI World Geocoder as an additional address search option. This is optional and would be considered a secondary or tertiary option in an address search. Mark43 has partnered with ESRI for a visual basemap. These maps will be for visualization purposes. Mark43 will provide 8 hours of best practices and review the templates an agency can complete to bulk upload codes. The SUBSCRIBER will then be responsible for completing the templates and any associated mappings. GIS (Locations) Setup 16 Page 446 of 744 Shapefile Types • o Subdivision Polygons ■ Examples: Beats, Sectors, Districts, Reporting Areas, Zones, Quadrants, etc. o Address Points o Street Centerlines Other Location Entities o Location Aliases o Street Aliases o Location Cautions o ESRI Basemap Layers SUBSCRIBER Responsibilities Mark43 Responsibilities • Provide shapefile types and other location • Provide SUBSCRIBER with prerequisites for entities to Mark43 in the correct format shapefile types and other location entities • Based on Mark43 review and feedback, update o Review data for correct format the necessary GIS/Locations data • Upload shapefiles/other location entity data • Ensure that the points or centerlines used for into Mark43 tenant Location Entity templates are an exact text • Review with SUBSCRIBER the GIS/Location data match with those provided in the shapefiles. in the tenant • An ESRI Map package containing all visual • Provide an overview and assist with initial set components (ie. Address Points, Centerline, up of the ESRI basemap Subdivisions, Pols, etc..) Offense Code Classification Description: Compliance Code Assistance The review and configuration of the Offense Codes (mapped to NIBRS), Incident Codes (not mapped to NIBRS) and Charge Codes (for Arrest/Citation) that can be uploaded into Mark43 for users to select when completing certain report types (such as the Offense/Incident and Arrest reports). Compliance Codes Setup (fields, attributes, rules and/or settings to be configured) • Compliance Codes o Offense Code 3 o Offense Codes o Offense Code 3 Type o Incident Types o Offense Code Description o Charge Codes o Offense Code Start Date o Offense/Charge Codes o Offense Code End Date • Individual Code Mapping Options o NIBRS Code o Display Name o Offense Code Classification o Offense Code 1 o Type o Offense Code 1 Type ■ Offense o Offense Code 2 ■ Incident o Offense Code 2 Type ■ Charge ■ Offense/Charge SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be �� Page 447 of 744 practices and procedures • Make final configuration selections for field names, attributes, rules and admin settings described above • Complete any required templates to support the application setup configured Provide best practices to the SUBSCRIBER for application setup based on operational practices Assist SUBSCRIBER with initial configuration of fields, attributes, rules and admin settings described above Provide any required templates to support the application setup Description: Technical Requirements Assistance Depending on which applications are in -scope, Mark43 will provide consultation on any technical requirements to set up the applications. Technical Requirements Setup • 2 x Setup of Linux Server for Mark43 RMS/CAD • SSO Configuration of Mark43 Tenant Interface/Print Server • DEx Interface Deployment • Interface Application Configuration • Build Desktop Integration Services v2 Installer • Setup of Evidence Barcode Label Printers • Setup of AWS S3 Storage/Azure Cloud Storage • Setup printer services for Migration • Installation of Mark43 Applications on • Setup of AWS S3 RDS/Azure Cloud RDS supported Mobile devices and Instance laptops/desktops • SUBSCRIBER Responsibilities Mark43 Responsibilities • Setup 2 x Linux Server OS • Configure Linux Server for Mark43 RMS/CAD • Setup Evidence Label Printers • Configure Evidence Print Service and tenant • Ensure that their hardware and software meet configurations for each Evidence Label printer Mark43 requirements for mobile devices, MDTs • Provide link to CAD Dispatch Application and and workstations assist SUBSCRIBER with mass deployment • Download CAD Dispatch Application and set • Provide link to FR Application and assist install permissions SUBSCRIBER with mass deployment • Download FR Application and set install • Configure SUBSCRIBER SSO access to permissions Mark43's tenant • Provide IDP (Identity Provider) configuration to • Configure the DEx interface and deploy to Mark43 for SSO interface server • Complete DEx Interface Deployment • Build and test Desktop Integration Services, Questionnaire provide installer to the SUBSCRIBER • Provide Mark43 with COM Ports and GPS • Configure AWS S3 and provide SUBSCRIBER Modem configuration with AWS S3 Credentials • Provide Mark43 with public IP(s) that will access AWS S3 data • Provide Mark43 with VPN access for configurations Description: Analytics/Data Lake Assistance �$ Page 448 of 744 Assistance with the setup of the SUBSCRIBER's Analytics group dashboards in Mark43. Mark43 Analytics/DataLake Assistance This support session will inform attendees about • Attendees should have a basic understanding Mark43 Analytics / DataLake platform of data fields, data types, data analysis, and • Understand the difference between Viewer and data visualization Explorer users • Maximum attendees of 10 • Navigate the analytics module practices and procedures • Understand the difference between workspaces • Make final configuration selections for field • Create, edit, and delete dashboards names, attributes, rules and admin settings • Create, edit, and delete data visualizations described above • Create, edit, and delete dashboard and tile • Complete any required templates to support the filters application setup • Export dashboards to PDF • Send dashboards via email for ad hoc requests • Create scheduled, automatic sends of dashboards via email SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings described above • Provide any required templates to support the application setup Description: Fillable PDF Assistance Assistance with the setup of the SUBSCRIBER's Fillable PDFs in Mark43. Mark43 Fillable PDF Assistance This support session will inform attendees about • Services will be delivered remotely Fillable PDF Creation in Mark43 RMS. • Maximum attendees of 5 • After completing this session, you will know how to: • Extract Mark43 Data onto Fillable PDFs • Upload Fillable PDFs into Mark43 • Create Export Presets to easily print Fillable PDFs 19 Page 449 of 744 SUBSCRIBER Responsibilities Mark43 Responsibilities • Attend configuration sessions to setup the • Host configuration sessions to setup the application with the relevant decision makers application and SMEs • Review and explain how fields, attributes, rules • If necessary, explain current operational and admin settings described above can be practices and procedures configured • Make final configuration selections for field • Provide best practices to the SUBSCRIBER for names, attributes, rules and admin settings application setup based on operational described above practices • Complete any required templates to support the • Assist SUBSCRIBER with initial configuration of application setup fields, attributes, rules and admin settings described above SPIDR Tech • Provide any required templates to support the Outbound application setup Description: Self -Build Interface Assistance Assistance with the setup of the SUBSCRIBER's self -build interfaces into or out of Mark43. Mark43 Self -Build Interface Assistance This support session will inform attendees about • Interface user creation (access, role and ability) Mark43 in terms of: • API token delivery • Self -build interface discovery session with customer or 3rd party • Review of API documentation • Complete API request form FL NIBRS : f utcoinne: Illliunteiurfaces Setup Description Mark43 and Subscriber will perform the tasks required to design, develop, optimize, test and integrate the Mark43 Applications with third party systems listed below. Each interface will require its own Interface Scope Document once the project begins. Interface Name Report Types or Direction High Level Overview Products Involved Mark43 RMS NIBRS reporting to state of Florida FL NIBRS RMS Outbound NIBRS RMS Community engagement data from Mark43 RMS SPIDR Tech RMS Outbound to SPIDR Tech -20- Page 450 of 744 Description Mark43 and Subscriber will perform the tasks required to access certain data from the legacy systems listed below. Data Access Type Legacy System N/A N/A f u"tcoirne: ApplHcatioin WHdatioin II'°s ur all iiirt-scoIpe alplplllicafloins Description Once the initial application has been configured (during the Application Setup Phase), Mark43 will provide practice scenario examples and configuration validation checklists to the SUBSCRIBER. Prior to the Application Validation session, the SUBSCRIBER is expected to utilize the Practice Scenario examples and/or perform Parallel Processing to validate that the application was configured as outlined in the Statement of Work. Parallel Processing can be conducted by utilizing Mark43 RMS/CAD side-by-side with the SUBSCRIBER's legacy RMS/CAD system in order to ensure that Mark43 RMS/CAD is configured properly. The Practice Scenario examples should be completed prior to starting the Application Validation session. The Application Validation session is then intended to review any SUBSCRIBER feedback from the practice scenario examples, discuss any requested changes and agree upon appropriate modifications, and update the configuration 21 Page 451 of 744 Inbound video hyperlinks from Axon to Mark43 Axon RMS Inbound/ RMS (Linking) Bi -Directional Bi -Directional (Tagging) LexisNexis Accurint RMS Outbound Queries Mark43 Data Lake for data sharing with external agencies TraCS RMS Inbound Citation and crash reporting data from TraCS to Mark43 RMS Motorola P1 CAD RMS Inbound Motorola P1 CAD event data to Mark43 RMS for CAD ticket creation TrackStar AVL CAD Inbound TrackStar AVL (GPS) data to Mark43 CAD ANI/ALI CAD Inbound 911 ANI/ALI data to Mark43 CAD Fireworks CAD Outbound Mark43 CAD to Fireworks Fire RMS Rip'N Run CAD Outbound Mark43 CAD to Rip'N Run Powerphone CAD Inbound Powerphone EMD data to Mark43 CAD Description Mark43 and Subscriber will perform the tasks required to access certain data from the legacy systems listed below. Data Access Type Legacy System N/A N/A f u"tcoirne: ApplHcatioin WHdatioin II'°s ur all iiirt-scoIpe alplplllicafloins Description Once the initial application has been configured (during the Application Setup Phase), Mark43 will provide practice scenario examples and configuration validation checklists to the SUBSCRIBER. Prior to the Application Validation session, the SUBSCRIBER is expected to utilize the Practice Scenario examples and/or perform Parallel Processing to validate that the application was configured as outlined in the Statement of Work. Parallel Processing can be conducted by utilizing Mark43 RMS/CAD side-by-side with the SUBSCRIBER's legacy RMS/CAD system in order to ensure that Mark43 RMS/CAD is configured properly. The Practice Scenario examples should be completed prior to starting the Application Validation session. The Application Validation session is then intended to review any SUBSCRIBER feedback from the practice scenario examples, discuss any requested changes and agree upon appropriate modifications, and update the configuration 21 Page 451 of 744 validation checklist. Mark43 will then modify or work with the SUBSCRIBER to modify the system prior to training. Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Complete the Practice Scenario examples after • Provide the Practice Scenario examples after the application is initially setup the application is initially setup o Identify specific events or a time range • Provide the Configuration Validation checklist to use for Parallel Processing activities after the application is initially setup ■ Enter event data into Mark43 as • Host follow-up configuration sessions with though Mark43 is now the SMEs to review practice scenarios and answer source of truth follow up questions • Make updates to the Configuration Validation • Provide framework for and demonstrate Parallel Checklist Processing activities • Attend follow-up Q&A session with any questions prepared f u tcouirne. °Traiiuiurmiiing Ili esciriiulp"fluoiun Mark43 offers a variety of Train the Trainer and Direct End User Training that can be performed on-site and/or virtually. Mark43 is prepared to do 3 weeks of on-site training to implement the RMS/CAD solution. Training (See "Appendix - Training/Additional Services Descriptions" for detailed description) Training Quantity RMS/CAD Implementation 3 weeks on-site Details of each course is described in the "Appendix -Training" section. f u tcoiirne. Il PiremmlL.auiurmdhi Suppoir°i. Description Mark43 to provide the agency with a cutover plan to ensure a smooth transition, including launch support resources and triaging support issues. Pre -Launch Support • Cutover Checklist • Introduction to the Mark43 Customer -22- Page 452 of 744 • Production Tenant Setup Support Team • Customer Success Engagement Review • Launch Issue Tracker • Review Launch Support Plan and Triage • Go/No-Go Meeting Plan Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • SUBSCRIBER will participate in the Customer • Mark43 will provide the Cutover Checklist to Success Engagement Review SUBSCRIBER • SUBSCRIBER will attend and confirm launch at • Mark43 will lead the Customer Success the Go/No Go Meeting Engagement Review • SUBSCRIBER will communicate the details of • Mark43 will create and share the Support Plan launch to their agency in a timely manner for Launch & Beyond • SUBSCRIBER will establish a process for • Mark43 Project Manager will introduce the managing and escalating issues during launch SUBSCRIBER to the Mark43 Customer Support to the project team and communicate those to Team the wider agency • Mark43 will create the Launch Issue Tracker • Mark43 will host the Go/No Go Meeting • Mark43 will clone the Production tenant • Mark43 will create the Production Data Lake • Mark43 will turn on SSO in the Production tenant (if necessary) • Mark43 will complete CAD -specific pre -launch items: o Install Mark 43 CAD and FR app o Determine CAD Event and Case # for Go -Live o Inactivate Users in Foundation Tenant o Notify Dispatchers and FR Users of Cutover Time o Interfaces - Set Up Tech Services Notifications o Activate Users in Production Environment o Set Up Workstations, Log In Users and Log On Units • Mark43 will complete RMS -specific pre -launch items: o Turn on QuickCrash in the Prod Tenant o Clone Analytics Reports o Upload Evidence Locations f u tcourne. IlLauiurmdhi Suppoiri. Description Mark43 will partner with the SUBSCRIBER to have a successful cutover to the Mark43 system, inclusive of support from the Mark43 team and the SUBSCRIBER project team and super users. -23- Page 453 of 744 Launch Support • RMS In -Person Application Support • Data Migration Virtual Support (if • CAD In -Person Application Support necessary) • PM In -Person Support • Interface Virtual Support (if necessary) • Launch Confirmation Email • Technical Requirements Virtual Support following the Launch Confirmation email (if necessary) Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • SUBSCRIBER will provide adequate support for • Mark43 will provide contracted support for launch, inclusive of the identified super users launch • SUBSCRIBER will send the Launch Confirmation • Mark43 will send out the Go -Live invoice email to the Mark43 Project Manager to confirm following the Launch Confirmation email they are live on Mark43 Support f u tcoiirne. Ili os°i°mmlL.auiurmdh Suppoiri. Description Mark43 will provide a clear framework to the SUBSCRIBER for communicating any issues encountered post launch, both in the immediate and long term. Post -Launch Support • Continued RMS Virtual Application • Continued Virtual Data Migration Support Support o 3 hours of NIBRS Dashboard • Continued Virtual Interface Support Error Corrections through SUBSCRIBER Support from 30 days • Continued CAD Virtual Application post launch onward Support • Continued Virtual PM Support Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • SUBSCRIBER will escalate issues to the Mark43 • Host weekly/bi-weekly Launch Issue Tracker project team for the first 30 days post launch review meeting • SUBSCRIBER will transition to escalating issues • Mark43 will manage issues logged in the through SUBSCRIBER Support from 30 days Launch Issue Tracker for up to 30 days post post launch onward launch • Mark43 Customer Support will provide a transition call to the SUBSCRIBER for logging issues from 30 days post launch onward -24- Page 454 of 744 Description Mark43 Project Management will close out the project officially with the SUBSCRIBER, and transition the SUBSCRIBER to the Mark43 Customer Success team for ongoing support and operations. SUBSCRIBER Responsibilities Mark43 Responsibilities • SUBSCRIBER will attend the Project Close Out • Mark43 will create a final documentation report Meeting • Mark43 will hold a Project Close Out Meeting with SUBSCRIBER stakeholders • Mark43 will send a project close out email following the meeting • Mark43 Project Manager will transition the project to Customer Success for operations Assumptions • Mark43 is not responsible for configuring non-Mark43 products. • Professional Services is limited to the Scope of Services of each offering purchased. • Mark43 is not responsible for evaluating the SUBSCRIBER's current state practices, policies, or procedures for the purpose of process improvement or performance improvement. • Professional Services within this Statement of Work will be delivered to SUBSCRIBER remotely unless agreed otherwise. • When combining individual professional services offerings (Core Application Setup, Additional Reports and/or Modules, Interfaces, Data Migration and Training), there will be one (1) project management/preparation phase, one (1) application setup phase, one (1) enablement phase and one (1) launch phase. • Creating agency specific forms or fillable PDFs to be generated from the application is not the responsibility of Mark43. • Mark43 is not responsible for the codes (offenses, charges, etc) or compliance mappings that will be enabled and maintained in the system. • After the application is initially set up, the SUBSCRIBER will be able to maintain the configuration of the tenant, including users, roles and abilities. • All configurations and content mappings are based on Mark43 default configurations. Mark43 is not responsible for the re -purposing of any fields. • Mark43 Professional Services team will determine which support tickets directly impact the Outcomes listed herein, and will manage and resolve support cases that prevent the Outcomes from being completed. Any support cases not directly impacting project Outcomes will be managed by Mark43 Customer Success and Support teams in accordance with SUBSCRIBER's agreement in place with Mark43. • Remaining, open support cases will not keep this Statement of Work open as long as all Outcomes defined herein have been performed. • Mark43 resources will not be responsible for updating SUBSCRIBER project tracking tools and systems. • Mark43 resources will not be responsible for creating or maintaining any internal documentation for the SUBSCRIBER regarding use of the application. Project ScopeIII siii i s The following activities and responsibilities are excluded from the scope of the implementation: -25- Page 455 of 744 • Implementation of products or delivery of services not included within this SOW or the SLSA. • Evaluation of Subscriber's current state practices, policies, or procedures for the purpose of process improvement or performance improvement. • Troubleshooting of any issues not related to Mark43 software, Mark43 development, or Mark43 interfaces, unless otherwise outlined. • Interfacing, or integrating, from or to Mark43 from other systems or third parties other than those specified in this SOW or the SLSA. • Installation of any non-Mark43 software, servers, workstations or any other hardware. • Export of Mark43 data to other systems or third parties other than those specified in the SLSA. ProjectResources and Schedd[ungI RI murine Oin mm6iite Visits During a standard Mark43 Services Engagement, Mark43 intends to be on-site with the SUBSCRIBER for 3 separate sessions throughout the project. All other work is intended to be done remotely throughout the engagement unless otherwise determined by the Statement of Work. Planned On-site Schedule (Dates to be determined in conjunction with Mark43 Project Manager) o Application Setup ■ Duration: 3 days ■ Mark43 Attendees: Project Manager, RMS Consultant, CAD Consultant o Enablement - Application Validation Duration: 3 days Mark43 Attendees: RMS Consultant, CAD Consultant o On -Site Support ■ Duration: 3 days ■ Mark43 Attendees: Project Manager, RMS Consultant, CAD Consultant o Additional On -Sites Additional on -sites to the standard 3 sessions described above may be purchased at additional cost. • Mark43 will assign project resource(s) with the appropriate skills to deliver the Professional Services, including a project manager ("Mark43 Project Manager") to serve as a single point of contact for the administration and management of the project. • Mark43 resources may be subject to change at any time throughout the project, where the Mark43 Project Manager will notify SUBSCRIBER as soon as practicable of any such changes. • Remote Deployment Services must be scheduled in a minimum of four (4) hour blocks. • In the event on-site delivery is agreed upon, those tasks identified to be performed on-site shall be at a deployment location mutually agreed to by the parties. On-site Deployment Services, if any, will be scheduled in a minimum of three (3) day blocks, where one (1) day equals eight (8) hours, subject to SUBSCRIBER's local business hours, unless otherwise agreed to by the parties. • For any on-site visits, the SUBSCRIBER will be able to provide space and schedule the appropriate resources to attend any meetings. • Mark43 resource(s) shall work within standard business hours and will adhere to Mark43's local office holiday schedule. -26- Page 456 of 744 • Deployment Services shall not exceed 40 hours per week. • SUBSCRIBER must provide a minimum of two (2) weeks advance written notice to reschedule Deployment Services. Such notice may be provided via e-mail to the Mark43 Project Manager. Change IIRrocess A Change Order may be initiated by either party through the change order form provided by Mark43. Either Project Manager may request a change by email to the other party's Project Manager and the two shall jointly review. Until a Change Order is either executed between SUBSCRIBER and Mark43 or attached to an additional Order, the Professional Services will continue in accordance with the latest agreed version of the Statement of Work. Miscellaneous Upon Mark43's acceptance of an Order, Mark43 or representative thereof shall schedule a Project Kick-off Meeting where mutual agreements on staffing and project start date will be determined. Professional Services will not commence until the SUBSCRIBER prerequisites and Project Kick-off Meeting have been completed. Professional Services shall expire one (1) year from the date of the Order ("Expiration Date"), unless otherwise mutually agreed upon by the parties in writing. For clarity, Deployment Services not initiated or initiated but not completed by the Expiration Date shall expire. II II l � IIRepartTypes Setup f u tcoirne. IIRII mm ddi' °iiuoiun4all IlRell oiurIs Setup Description The review and configuration of select fields, attributes, rules and/or settings of any Additional Reports in the RMS. Stop Report Setup • Field Contact Card • Default Settings • Stop Card • Default Settings o Note: Fields available could be o Name of the Report subject to local/state o Abbreviation requirements o Display Title Format o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Field Contact Report Setup • Field Contact Card • Default Settings -27- Page 457 of 744 o Field Contact Type o Primary Reason for Contact / Stop o Field Contact Disposition o Name of the Report o Abbreviation o Display Title Format o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Citation Report Setup • Missing Persons Card • Default Settings • Traffic Collision Card • Citation Card • Default Settings o Citation Number o Name of the Report o Issued Date/Time o Abbreviation o Citation Type o Display Title Format o Posted Speed o Report History Settings o Actual Speed o Levels of Approval o Charge Offense o Creation Restriction Settings o Citation Statistics o Record ID / Number Sequence Formatting o User/Role Permissions Traffic Collision Report Setup • Missing Persons Card • Default Settings • Traffic Collision Card • Default Settings • Citation Number o Name of the Report • Issued Date/Time o Abbreviation • Citation Type o Display Title Format • Posted Speed o Report History Settings • Actual Speed o Levels of Approval • Charge Offense o Creation Restriction Settings • Citation Statistics o Record ID / Number Sequence Formatting o User/Role Permissions Missing Persons Report Setup • Missing Persons Card • Default Settings o Date/Time of Last Contact o Name of the Report o Missing Person Type o Abbreviation o Missing Person Criticality o Display Title Format o Missing Person Status o Report History Settings o Closure Date o Levels of Approval o Additional Information o Creation Restriction Settings -28- Page 458 of 744 o Record ID/ Number Sequence Formatting o User/Role Permissions Towed Vehicle Report Setup • Tow Vehicle Card • Default Settings o Tow Vehicle Status o Name of the Report o Remarks and Conditions of o Abbreviation Abbreviation Vehicle o Display Title Format o Tow Company Called o Report History Settings o Time Tow Company Called o Levels of Approval o Time Vehicle was Towed o Creation Restriction Settings o Reason for Tow o Record ID / Number Sequence o Owner Contact Attempt Vehicle Locked Formatting o If Owner Contact Attempt Yes- o User/Role Permissions o Additional Notes Impound Report Setup • Behavioral Crisis Card • Impound Card • Default Settings o Time Entered o Name of the Report o NCIC Stolen Vehicle o Abbreviation o Local? o Display Title Format o Time Canceled o Report History Settings o NCIC Recovered Vehicle o Levels of Approval o Local o Creation Restriction Settings o Keys in Vehicle o Record ID / Number Sequence o Vehicle Locked Formatting Formatting Weapon or Force Involved o o User/Role Permissions Behavioral Crisis Report Setup • Behavioral Crisis Card • Default Settings o Contact Start Date o Name of the Report o Contact End Date o Abbreviation o CIT Officer Requested o Display Title Format o CIT Officer Dispatched o Report History Settings o CIT Officer Arrived o Levels of Approval o Exhibiting Behavior o Creation Restriction Settings o Explain Other Exhibiting o Record ID / Number Sequence Behavior Formatting o Weapon or Force Involved o User/Role Permissions o Explain Other Weapon o Techniques Used o Explain Other Techniques Used -29- Page 459 of 744 o Crisis Disposition Community Information Report Setup • Community Information Card • Default Settings o Reason for Contact o Name of the Report o Disposition o Abbreviation o Type(s) of Information o Display Title Format o Information Obtained From o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Use of Force Report Setup • Use of Force Fields • Default Settings o Note: Fields available could be o Name of the Report subject to local/state o Abbreviation requirements o Display Title Format o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Additional Supplement (+NEW) Report Setup • Supplement Card • Default Settings o Supplement Type o Name of the Report • Involved Profiles Card o Abbreviation o Involvement Type o Display Title Format o Report History Settings o Levels of Approval o Creation Restriction Settings o Record ID / Number Sequence Formatting o User/Role Permissions Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities -30- Page 460 of 744 • Attend configuration sessions to setup the application with the relevant decision makers and SMEs • If necessary, explain current operational practices and procedures • Make final configuration selections for field names, attributes, rules and admin settings described above • Complete any required templates to support the application setup • Set aside time to work through the Practice Scenario examples after the application is set up o Update the Configuration Validation Checklist f u tcouirne: "Traiiuiurmiiing • Host configuration sessions to setup the application • Review and explain how fields, attributes, rules and admin settings described above can be configured • Provide best practices to the SUBSCRIBER for application setup based on operational practices • Assist SUBSCRIBER with initial configuration of fields, attributes, rules and admin settings described above • Provide any required templates to support the application setup • Provide Practice Scenario examples after the application is initially setup • Provide the Configuration Validation checklist after the application is initially setup Description Mark43 offers direct end-user training sessions where all agency individuals are trained by Mark43. Mark43 RMS: Reports Module Train -the -Trainer This training session will teach attendees about the • 18 hours total (3 sessions - 6 hours each) Reports Module in Mark43 RMS. • Training will be delivered on-site. • Maximum attendees of 15. • After completing this course, you will know how • The same 15 attendees will attend all three to: sessions. o Write an Offense/Incident, Arrest, and • Day 1 & 2 consists of instruction and scenarios Supplement report • Day 3 consists of role play. o Search and filter reports o Navigate through the Reports Dashboard Mark43 RMS: Cases Module Train -the -Trainer This training session will teach attendees about the • 6 hours total (2 sessions - 3 hours each) Cases Module in Mark43 RMS. • Training will be delivered on-site. • Maximum attendees of 15. • After completing this course, you will know how • The same 15 attendees will attend all three to: sessions. o Navigate through the Cases Dashboard • Day 1 consists of instruction and scenarios o Create a case from the Offense/Incident • Day 2 consists of role play. report 31 Page 461 of 744 o Create a case from the Cases Module Mark43 RMS: Evidence Module Train -the -Trainer This training session will teach attendees about the • 6 hours total (2 sessions - 3 hours each) Evidence Module in Mark43 RMS. • Training will be delivered on-site. • Maximum attendees of 15. • After completing this course, you will know how • The same 15 attendees will attend all three to: sessions. o Add, submit, and move evidence • Day 1 consists of instruction and scenarios o Maintain chain of custody • Day 2 consists of role play. o Disposition evidence o Print item labels and export information o Use the Evidence Mobile App Mark43 CAD: Dispatch Train -the -Trainer This training session will teach telecommunicators how • 18 hours total (3 sessions - 6 hours each) to navigate and use Mark43 CAD. • Training will be delivered on-site. • Maximum attendees of 15. • After completing this course, you will know how • The same 15 attendees will attend all three to: sessions. o Navigate through Mark43 CAD • Day 1 & 2 consists of instruction and scenarios o Add a new call taking entry • Day 3 consists of role play. o Use the Events and Units Queues o Utilize the Map o Use the command line Mark43 CAD: First Responder Train -the -Trainer This training session will teach attendees about First • 6 hours total (2 sessions - 3 hours each) Responder Mode in Mark43 CAD. • Training will be delivered on-site. • Maximum attendees of 15. • After completing this course, you will know how • The same 15 attendees will attend all three to: sessions. o Assign yourself to events and search for • Day 1 consists of instruction and scenarios CAD events • Day 2 consists of role play. o Use the Self-Initiate/Active Assignment window o Navigate the Map, DEx, and More Options Menu o Send Messages and use the Units List o Review OnScene App functionality (if applicable) -32- Page 462 of 744 Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Provide training space to train individuals, e.g. • Mark43 will provide access to our knowledge computer lab, training room, and the like, for all portal. scheduled training sessions. • Mark43 will provide access to agency • The training space will need to be equipped with individuals to our Learning Management a projector so Mark43 personnel can use it to System (Mark43 Academy). share their screen with the attendees. For all • Mark43 will provide standardized training agendas, training worksheets, and scenarios to remote training sessions, the agency will need the subscriber. Note: Mark43 will not update to supply speakers so the attendees can hear these training materials after the determined the session. go -live date. The SUBSCRIBER will need to do • Internet connection and computers and mobile this on their own. devices (if required) for trainees to use during • Mark43 will conduct the number of training training. sessions identified in this SOW. • Subscriber will need to ensure that Chrome or • Mark43 will partner with the subscriber to Edge is installed on all computers as this is the solidify dates and times of all training sessions, including weekend and overnight training preferred browser. sessions. • Each trainee attending the session will need their own computer station. • Agency provides a participant roster to Mark43 no less than 2 weeks before on-site training begins. • Before training occurs, the agency must ensure all users have accounts and correct roles in the Mark43 system • Subscriber will need to ensure all trainees have logged in successfully to the appropriate Mark43 software. • For any additional training outside of what is defined within this SOW, the subscriber should follow the Change Control Process outlined in the Change Control section to request additional training services. f u tcoirne: IlMiurect Eind Us it "Traiiuloaniiuloangi Description Mark43 offers direct end-user training sessions where all agency individuals are trained by Mark43. Mark43 RMS: Reports Module This training session will teach attendees about the • 4 hours total Reports Module in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 30 • After completing this course, you will know how to: o Write an Offense/Incident, Arrest, and -33- Page 463 of 744 Supplement report o Search and filter reports o Navigate through the Reports Dashboard Mark43 RMS: Cases Module This training session will teach attendees about the • 2 hours total Cases Module in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 30 • After completing this course, you will know how to: o Navigate through the Cases Dashboard o Create a case from the Offense/Incident report o Create a case from the Cases Module Mark43 RMS: Evidence Module This training session will teach attendees about the • 2 hours total Evidence Module in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 15 • After completing this course, you will know how to: o Add, submit, and move evidence o Maintain chain of custody o Disposition evidence o Print item labels and export information o Use the Evidence Mobile App Mark43 RMS: Records & System Admin This training session will teach attendees about the • 2 hours total Records & System Admin functions in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 15 • After completing this course, you will know how to: o Approve and validate reports o Seal, vacate, and expunge reports o Merge profiles o Manage users, roles, and abilities o Manage reports and attributes Mark43 RMS: Compliance This training session will teach attendees about • 2 hours total Compliance and NIBRS in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 15 -34- Page 464 of 744 • After completing this course, you will know how to: o Understand the difference between UCR Summary and basic NIBRS reporting o Have a good understanding of what the minimum IBRS requirements are to submit a report to the FBI o Understand NIBRS property status rules o Understand jurisdictional reporting rules o Understand mutually exclusive offense rules o Understand victim/suspect relationship card rules o Locate and correct errors on Incident/Offense Reports and Arrest Reports in the Mark43 RMS Mark43 RMS: Warrants This training session will teach attendees about the • 2 hours total Warrants Module in Mark43 RMS. • Training will be delivered on-site • Maximum attendees of 15 • After completing this course, you will know how to: o Navigate through the Warrants Module o Add and work with Warrants o Fill out the Warrants cards Mark43 CAD: Dispatch This training session will teach telecommunicators how • 6 hours total to navigate and use Mark43 CAD. • Training will be delivered on-site • Maximum attendees of 15 • After completing this course, you will know how to: o Navigate through Mark43 CAD o Add a new call taking entry o Use the Events and Units Queues o Utilize the Map o Use the command line Mark43 CAD: System Administration This training session will teach system administrators • 2 hours total how to set-up and maintain Mark43 CAD. • Training will be delivered on-site • Maximum attendees of 15 • After completing this course, you will know how to: -35- Page 465 of 744 • Manage the system settings for Mark43 CAD • Manage users, roles, and abilities Mark43 CAD: First Responder This training session will teach attendees about First • 2 hours total Responder Mode in Mark43 CAD. • Training will be delivered remotely portal. • Maximum attendees of 30 • After completing this course, you will know how • The training space will need to be equipped with to: a projector so Mark43 personnel can use it to • Assign yourself to events and search for share their screen with the attendees. For all CAD events remote training sessions, the agency will need • Use the Self-Initiate/Active Assignment to supply speakers so the attendees can hear window the session. • Navigate the Map, DEx, and More • Internet connection and computers for trainees Options Menu to use during training. • Send Messages and use the Units List • Subscriber will need to ensure that Chrome or • OnScene App (if applicable) Edge is installed on all computers as this is the Responsibilities SUBSCRIBER Responsibilities Mark43 Responsibilities • Provide a training space to train individuals, e.g. • Mark43 will provide access to our knowledge computer lab, training room, and the like, for all portal. scheduled training sessions. • Mark43 will provide access to agency • The training space will need to be equipped with individuals to our Learning Management a projector so Mark43 personnel can use it to System (Mark43 Academy). share their screen with the attendees. For all • Mark43 will provide standardized training agendas, training worksheets, and scenarios to remote training sessions, the agency will need the subscriber. Note: Mark43 will not update to supply speakers so the attendees can hear these training materials after the determined the session. go -live date. The SUBSCRIBER will need to do • Internet connection and computers for trainees this on their own. to use during training. • Mark43 will conduct the number of training • Subscriber will need to ensure that Chrome or sessions identified in this SOW. Edge is installed on all computers as this is the • Mark43 will partner with the subscriber to preferred browser. solidify dates and times of all training sessions, including weekend and overnight training • Each trainee attending the session will need sessions. their own computer station. • Agency provides a participant roster to Mark43 no less than 2 weeks before on-site training begins. • Before training occurs, the agency must ensure all users have accounts and correct roles in the Mark43 system -36- Page 466 of 744 • Subscriber will need to ensure all trainees have logged in successfully to the appropriate Mark43 software. • For any additional training outside of what is defined within this SOW, the subscriber should follow the Change Control Process outlined in the Change Control section to request additional training services. -37- Page 467 of 744 Wang Request for Taxpayer Give Form to the (Rev. October 2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs gov1Fom►W9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Mark43, Inc. 2 Business nameldisregarded entity name, if different from above C6 m R CL C 0 doc t.0 O FC c a� !E 0 CL W m m rn S Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see instructions on page 3): ElIndividual/sole proprietor or ❑✓ C Corporation ElS Corporation ElPartnership ❑ Trust/estate single -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) 10 - Note: Note: Check the appropriate box In the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting LLC if the LLC Is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code (if any) another LLC that Is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) 10- 5 5 Address (number, street, and apt. or 250 Hudson Street, 3rd Floor 6 City, state, and ZIP code New York, NY 10013 7 Ust account numbers) here (options Identification Number Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a T/N, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: (Applies to accounts maintained outside the U.S.) name and address (ootionall Social or 4161-111215K6n1 u211 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Here U.S. person ► General Instructions- Section nstructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov1FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) Date 0, 09/27/2022 • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a T(N, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Page 468 of 744 EII al .IF, February 24, 2023 City of Boynton Beach Attn: Dan Dugger, City Manager Mr. Dugger: We understand that the City of Boynton Beach is interested in purchasing access to the Mark43 platform. Mark43 is the sole developer and owner of the Mark43 platform, including its Computer -Aided Dispatch (CAD), Records Management System (RMS) and Analytics products, and is the exclusive maintenance provider for its product suite. We would be happy to address any questions that you may have regarding this matter. Sincerely, Steve Salberta CFO 250 Hudson Street, 3rd Floor New York, NY 10013 212.651.9154 1 mark43.com Page 469 of 744 This form shall be completed and approved prior to all sole source purchases Sole Source Definition - Commodities or contractual services available only from a sole source may be exempt from the quote or competitive process under the following circumstances: a. There is only one source or one reasonable source for the required commodity, service, or construction, or; b. The parts or accessories are an integral repair accessory compatible with existing equipment and are the only parts that can be reasonably used, or; c. The procurement is needed to ensure consistency in results as related to other products or standardization of parts or supplies as required to avoid unreasonable cost or inefficiency Single Source Definition - A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. Requestor Department Police Dept. Division Tech Services Point of Contact Karl Maracotta Phone Number 561-742-6170 Vendor Company Name Mark43 Addressmmmm .. 250 Hudson Street, New York, NY 10013 Phone Number Point of Contact and Title What other vendors were contacted? (List company name, contact, and phone number and explain why they were not suitable) Product or Service Product/Service Name Mark43 CAD/RMS Manufacturer Make/Model W# ... Price 2,051,217.99 Did you negotiate the terms... . �.....� or prices with the vendor? [01 Yes ❑ No Why is this price considered to be fair and r _........ .. � easonable? 1 Page 470 of 744 Purchasing Division Source Justification Form w Sole/Sing.�e S.. � .... ..�... .. Will this purchase obligate the City to a particular vendor in the future? (Either in terms of maintenance, services, or re-purchase for compatibility reasons) ❑ Yes ❑ No • 'his is a sole source because (choose any that apply): 00 Sole provider of a licensed or patented good or service ❑ Single Source provider of items compatible with existing equipment, inventory, systems, programs, or services. ❑ Single Source provider of goods and services for which the city has established a standard. (new standards require the competitive solicitation process) ❑ Single Source of factory-authorized warranty service ❑ Sole provider of goods or services that will meet the specialized needs of the City or perform the intended function (please detail below or reference an attachment). ❑ The vendor/distributor is the owner of used equipment that would represent a best-value purchase for the City and is advantageous to the City. (Please provide information on current market prices, availability, etc.) What necessary features does this vendor provide which are not available from other vendors? Please be specific. See attached letter. Attach documentation to substantiate this sole source claim including but not limited to: vendor quotes, product manuals, sole source letters, and patents or copyrights. My department's recommendation for a sole source purchase is based upon an objective review of the product/service required and appears to be in the best interest of the City. I know of no conflict of interest on my part nor do I have any personal involvement in any way with this request. No gratuities, favors or compromising action have taken place. Neither has my personal familiarity with particular brands, types of equipment, materials, or firms been a deciding influence on my request to sole source this purchase when there are other known §ypp iers that exist 1. De t Director Signah a ate 2. Purchasing Manager/Finance Director ctor Based on the information provided in Sections A and B and the attached supporting documents, I recommend ❑ / do not recommend ❑ this being certified as a sole source. Required ❑ / not required ❑ to be advertised for a period of 7 business days before award. Signature Date Page 471 of 744 a oo' l , � Srfi4e%rfg Mark 43 is an authentic cloud product that was not converted from an on -premise CAD/RMS solution. The software architecture is specially designed to operate in the cloud with little reliance on -premise hardware. This reduces the issues associated with products that are converted from on -premise solutions to the cloud. Mark43's solution requires no intrusive ongoing software maintenance or support services. All upgrades are handled solely by Mark43 requiring no system downtown and no resource assistance from the agencies on the backend. Mark43 is also the sole developer, owner, and supplier of the Computer -Aided Dispatch (CAD), Records Management System (RMS), and Analytics products they supply. Mark 43 is also the only vendor to support this product's development, maintenance, and support. Professionalism- Respect - Integrity � Dedication , Excellence www.bbpd.,org Page 472 of 744 Am Public Hearing - None 3/9/2023 Requested Action by Commission: Proposed Ordinance No. 23-005- Second Reading - Approve The Pierce request for Rezoning (REZN 22-001) from Central Business District (CBD) to Mixed -Use Core (MU - C), property generally located at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. Explanation of Request: The Pierce development is proposed for 3.04 acres located within the Downtown District as defined by the CRA Community Redevelopment Plan (CRA Plan). The project site is an assemblage of properties consisting of eight (8) developed and undeveloped parcels, including one- and two-story commercial buildings and surface parking lots. The parcels are classified as Mixed -Use High (MXH) allowing a maximum density of 100 dwelling units per acre (du/ac), and zoned Central Business District (CBD). The developer has requested to rezone the parcels to Mixed Use -Core (MU -C), a zoning designation corresponding to the MXH future land use classification. The requested zoning district allows a maximum density of 80 du/ac; the underlying future land use classification maximum density may be realized through density bonuses outlined within the Land Development Regulations (LDR). The requested MU -C zoning designation is consistent with the CRA Plan. The applicant proposes to develop a mixed-use project with 300 multi -family rental units and approximately 17,089 square feet of ground commercial space including restaurants fronting Boynton Beach Boulevard and Ocean Avenue, retail adjacent to NE 4th Street, office spaces adjacent to Federal Highway, and a freestanding parking garage (Exhibit F — Site Plan and Master Plan). The proposed density of 99 du/ac exceeds the requested zoning district's maximum density (80 du/ac); however, the developer proposes to participate in the City's Workforce Housing Program. Per LDR, the maximum density within the MU -C zoning district may be increased by twenty-five percent (25%) for projects located within the Downtown Transit - Oriented Development District (DTODD), with participation in the City's Workforce Housing Program. Currently, there are three existing projects within close proximity to the project site that are zoned MU -C, including 500 Ocean, Casa Costa, and Marina Village. In addition, the Broadstone Boynton Beach site plan has received approval under MU -C zoning. The Planning & Development Board recommended APPROVAL of this request during the February 6, 2023 meeting. How will this affect city programs or services? This will not affect the City programs or services. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: Staff has reviewed the proposed rezoning and recommends DENIAL based on the recommendation of denial for variance request ZNCV 23-002; however, should the City Commission approve the applicant's request for a variance for relief from Part 111, Chapter 4, Article 11, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL of The Pierce Rezoning (REZN 22-001) based on the findings that the project implements the CRA Community Redevelopment Plan and the Comprehensive Plan objectives and policies, and is consistent with the Complete Streets Mobility Plan. Page 473 of 744 Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type Description D OrdinainCE) Ordinal['IC2, appirtnkng thE) r'E)Z01['1i1['1g for ME) RiENrCE) D Staff IRE)port Staff IRE)port D I ocaboin li ap Exhibit A I ocaboin li ap D Exhibit Exhibit B E)dsbing Zoiniing D Exhibit Exhibit C Flro�POSEd D Exhibit Exhibit iD Exisbing F:::L.J1tL.J1ir'E) (.....a ind LJSE, D Exhibit Exhibit ii:::::. Appicaint RE)ZO111illIg J LAStificaboin StatE)irTIENI'lt D D ings Exhibit F::: Sl E) Rain air' d MastE)r Rain D Exhibit Exhibit (3) URA I aind L. SE: D OthE)r App�icaint Flir'E)SENI'Itaboin Page 474 of 744 1 ORDINANCE NO. 23-005 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 AMENDING ORDINANCE 02-013 TO REZONE A PARCEL OF LAND 5 DESCRIBED HEREIN AND COMMONLY REFERRED TO AS THE PIERCE 6 FROM CBD (CENTRAL BUSINESS DISTRICT) TO MU -C (MIXED-USE 7 CORE); PROVIDING FOR CONFLICTS, SEVERABILITY, AND AN EFFECTIVE 8 DATE. 9 10 WHEREAS, the City Commission of the City of Boynton Beach, Florida has adopted 11 Ordinance No. 02-013, in which a Revised Zoning Map was adopted for said City; and 12 WHEREAS, the applicant has requested to rezone the parcels to Mixed Use -Core (MU - 13 C), a zoning designation corresponding to the MXH future land use classification and carrying 14 that classification's maximum density of 80 dwelling units per acre (du/ac); and 15 WHEREAS, the City Commission conducted public hearings as required by law and 16 heard testimony and received evidence which the Commission finds supports a rezoning for 17 the property hereinafter described; and 18 WHEREAS, the City Commission deems it in the best interests of the inhabitants of said 19 City to amend the aforesaid Revised Zoning Map as hereinafter set forth. 20 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF 21 BOYNTON BEACH, FLORIDA, THAT: 22 Section 1. The foregoing Whereas clauses are true and correct and incorporated 23 herein by this reference. 24 Section 2. The land herein described be and the same is hereby rezoned from CBD 25 (Central Business District) to MU -C (Mixed Use -Core). A location map is attached hereto as 26 Exhibit "A" and made a part of this Ordinance by reference. 27 PROPERTY 1: 28 Address: 508 E BOYNTON BEACH BLVD 29 PCN: 08434528030010060 30 31 Legal Description: Lots 6 and 7, Block 1, Original Town of Boynton, according to the 32 map or plat thereof as recorded in Plat Book 1, Page 23, Public Records of Palm 33 Beach County, Florida. 34 35 1 S:ACA\Ordinances\Planning\Rezoning\The Pierce - Rezone - Ordinance.Docx Page 475 of 744 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 PROPERTY 2: Address: NE 4th St. PCN: 08434528030010080 Legal Description: Lots 8 and 9, Block 1, TOWN OF BOYNTON, according to the map or plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PROPERTIES 3 and 4 (share a legal description) Address: N E 1 st Ave PCN: 08434528030010100 Legal Description: 1, 2, 3, 4, 5, 6, and 7, Block 6, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, excepting therefrom the North 5' of Lots 5 and 7 and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1 and Lots 10, 11, and West 1/2 of Lot 12, Block 1, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Address: 115 N Federal Hwy PCN: 08434528030060010 Legal Description: 1, 2, 3, 4, 5, 6, and 7, Block 6, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, excepting therefrom the North 5' of Lots 5 and 7 and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1 and Lots 10, 11, and West 1/2 of Lot 12, Block 1, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. PROPERTIES S, 6, and 7 (share a legal description): Address: 511 E Ocean Ave PCN: 08434528030060100 PARCEL 1: Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 2: 2 S:ACA\Ordinances\Planning\Rezoning\The Pierce - Rezone - Ordinance.Docx Page 476 of 744 80 The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, 81 Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the 82 Public Records of Palm Beach County, Florida. 83 84 PARCEL I 85 Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as 86 recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, 87 Florida. 88 89 Address: 515 E Ocean Ave 90 PCN: 08434528030060111 91 Legal Description: 92 PARCEL 1: 93 Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less 94 the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as 95 recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, 96 Florida. 97 98 PARCEL 2: 99 The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, 100 Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the 101 Public Records of Palm Beach County, Florida. 102 103 PARCEL I 104 Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as 105 recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, 106 Florida. 107 108 Address: 529 E Ocean Ave 109 PCN: 08434528030060120 110 Legal Description: 111 PARCEL 1: 112 Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less 113 the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as 114 recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, 115 Florida. 116 117 PARCEL 2: 118 The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, 119 Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the 120 Public Records of Palm Beach County, Florida. 121 122 PARCEL I 123 Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as 3 S:ACA\Ordinances\Planning\Rezoning\The Pierce - Rezone - Ordinance.Docx Page 477 of 744 124 recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, 125 Florida. 126 127 128 PROPERTY 8: 129 Address: 101 N Federal Hwy 130 PCN: 08434528030060130 131 Legal Description: 132 133 TRACT 1: 134 All of the North 58.25 feet of Lot 14 and all of the East 9 feet of the North 58.25 135 feet of Lot 13, Block 6 original townsite of Boynton, Florida, according to a plat 136 thereof on file in Plat Book 1, Page 23, Palm Beach County, Florida public records, 137 and also according to the attached sketch of Lot 14 and East 9 feet of Lot 13, Block 138 6, original townsite of Boynton, Florida, surveyed and prepared by George S. 139 Brockway, Engineer, under date of December, 1939, and marked on said sketch as 140 "Tract 1 "; also 141 142 TRACT 2: 143 All of the South 68 feet of Lot 14 and the East 9 feet of South 68 feet of Lot 13, 144 Block 6, original townsite of Boynton, Florida, according to a plat thereof on file in 145 Plat Book 1, Page 23, Palm Beach County, Florida public records, and also 146 according to the attached sketch of Lot 14 and East 9 feet of Lot 13, Block 6, 147 original townsite of Boynton, Florida, surveyed and prepared by George S. 148 Brockway, Engineer, under date of December 1939, and marked on said sketch as 149 "Tract 2". 150 151 TRACT I 152 West 41 feet of Lot 13 in Block 6 of the Town of Boynton, Palm Beach County, 153 Florida, according to the plat thereof on file in the office of the Clerk of the Circuit 154 Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 23. 155 LESS AND EXCEPT 156 The East 10 feet of Lot 14 and the South 8 feet, less the East 10 feet thereof, of Lot 157 14, Block 6, Original Town of Boynton, according to the plat thereof as recorded in 158 Plat Book 1 at Page 23 of the Public Records of Palm Beach County, Florida; being 159 in Section 28, Township 45 South, Range 43 East. 160 And 161 That part of the aforementioned Lot 14, Block 6 of Original Town of Boynton, which 162 is included in the external area formed by a 12 foot radius arc tangent to a line 8 163 feet North of and parallel to the South line of said Lot 14 and tangent to a line 10 164 feet West of and parallel to the East line of said Lot 14; subject to the existing right - 165 of -way for Ocean Avenue. 166 167 4 S:ACA\Ordinances\Planning\Rezoning\The Pierce - Rezone - Ordinance.Docx Page 478 of 744 168 Section 3. That the aforesaid Revised Zoning Map of the City shall be amended 169 accordingly. 170 Section 4. All ordinances or parts of ordinances in conflict herewith are hereby repealed. 171 Section 5. Should any section or provision of this Ordinance or any portion thereof be 172 declared by a court of competent jurisdiction to be invalid, such decision shall not affect the 173 remainder of this Ordinance. 174 Section 6. This ordinance shall become effective immediately upon passage. 175 FIRST READING this 21st day of February, 2023. 176 SECOND, FINAL READING and PASSAGE this day of March, 2023. 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 ATTEST: 192 193 194 Maylee De Jesus, MPA, MMC 195 City Clerk 196 197 198 (Corporate Seal) 199 200 201 202 CITY OF BOYNTON BEACH, FLORIDA YES NO Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley 5 S:ACA\Ordinances\Planning\Rezoning\The Pierce - Rezone - Ordinance.Docx VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 479 of 744 Page 480 of 744 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-009 STAFF REPORT TO: Chair and Members Planning and Development Board THRU: Amanda B. Radigan, AICP, LEED AP Planning and Zoning Director,Aa/,2 FROM: Craig Pinder, Planner II DATE: January 19, 2023 PROJECT: The Pierce Rezoning (REZN 22-001) REQUEST: Approval of The Pierce Rezoning (REZN 22-001) from Central Business District (CBD) to Mixed -Use Core (MU -C) with a master plan for 300 multi -family residential units and 17,015 square feet of commercial square footage. PROJECT DESCRIPTION Property Owners: Boynton Beach CRA & BB QOZ LLC Applicant: BB QOZ, LLC Agents: Rebecca Zissel/Sachs Sax Caplan, P.L. Location: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue (Exhibit A) Existing Land Use/ Zoning: Mixed Use -High (MXH)/ Central Business District (CBD) Proposed Land Use/ Zoning: Mixed Use -High (MXH)/ Mixed Use -Core (MU -C) Proposed Use: Mixed-use project with 300 multi -family units and approximately 17,089 square feet of commercial space Page 481 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 2 Acreage: 3.04 acres Adjacent Uses: North: To the north, right-of-way of Boynton Beach Boulevard, then further north, developed commercial properties classified Mixed Use High (MXH) and zoned Central Business District (CBD); South: To the southwest, the Dewey Park classified Mixed Use High (MXH) zoned Central Business District (CBD); to the south, right-of-way of Ocean Avenue, then further south, a mixed-use project AKA 500 Ocean classified MXH and zoned Mixed Use - Core (MU -C); East: To the east and northeast, developed commercial properties classified Mixed Use -High (MXH) and zoned Central Business District (CBD); on the southeast, right-of-way for Federal Highway, then an undeveloped property classified MXH and zoned Mixed -Use Core (MU -C); West: Right-of-way of NE 4t" Street, then an undeveloped parcel classified Mixed Use -High (MXH) and zoned Central Business District (CBD). BACKGROUND The Pierce development is proposed for 3.04 acres located within the Downtown District as defined by the CRA Community Redevelopment Plan (CRA Plan). The project site is an assemblage of properties consisting of eight (8) developed and undeveloped parcels, including one- and two-story commercial buildings and surface parking lots. The parcels are classified as Mixed -Use High (MXH) allowing a maximum density of 100 dwelling units per acre (du/ac), and zoned Central Business District (CBD). The developer has requested to rezone the parcels to Mixed Use -Core (MU -C), a zoning designation corresponding to the MXH future land use classification. The requested zoning district allows a maximum density of 80 du/ac; the underlying future land use classification maximum density may be realized through density bonuses outlined within the Land Development Regulations (LDR). The requested MU -C zoning designation is consisted with the CRA Plan. The applicant proposes to develop a mixed-use project with 300 multi -family rental units and approximately 17,089 square feet of ground commercial space including restaurants fronting Boynton Beach Boulevard and Ocean Avenue, retail adjacent to NE 4t" Street, office spaces adjacent to Federal Highway, and a freestanding parking garage (Exhibit F — Site Plan and Master Plan). The proposed density of 99 du/ac exceeds the requested zoning district's maximum density (80 du/ac); however, the developer proposes to participate in the City's Workforce Housing Program. Per LDR, the maximum density S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 2 Page 482 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 3 within the MU -C zoning district may be increased by twenty-five percent (25%) for projects located within the Downtown Transit -Oriented Development District (DTODD), with participation in the City's Workforce Housing Program. Currently, there are three existing projects within close proximity to the project site that are zoned MU -C, including 500 Ocean, Casa Costa, and Marina Village. In addition, the Broadstone Boynton Beach site plan has received approval under MU -C zoning, and is currently in the building permit process seeking approval for construction. REVIEW BASED ON CRITERIA The criteria used to review rezonings are listed in the Land Development Regulations, Chapter 2, Article II, Section 2.D.3. These criteria are required to be part of a staff analysis when the proposed change includes a rezoning. a. Demonstration of Need. Whether the proposed amendments to the FLU and zoning maps are supported by the implementation of the city's vision for, or changes in the conditions or character of development in, the area under consideration. Ongoing or anticipated market trends may also be considered in a justification Statement provided as part of the application. The requested rezoning of the subject site aligns with the CRA Plan that calls for a vibrant downtown where people can live, work, and play in an environment that's bikeable and walkable. This vision is implemented through the development of the highest density and intensity projects, supported by the City's most intense FLU and zoning designations, and by providing the opportunity for additional density bonuses for developments located within the DTODD. In addition, a heightened rationale for intensification of downtown development has been driven by the planned Coastal Link commuter train station, which the 2012 Florida Department of Transportation's TOD Guidebook would classify as a Community Center station, requiring gross density between 11 and 16 du/ac. In support of creating a `transit -ready' downtown, the development includes improvements to the existing pedestrian facilities by providing street trees and sidewalks that are a minimum width of 10' along the perimeter of the site. Bicycle racks and a public bike share station are also included in support of a multimodal transportation environment, consistent with the vision of the Boynton Beach Complete Streets Mobility Plan. As stated in the applicant's justification statement (Exhibit E), the project proposes 300 dwelling units, or a density of approximately 99 du/ac and approximately 17,089 square feet of commercial space. The amendment to the zoning map is necessary for the continued implementation of the city's vision as described in the CRA Plan. b. Consistency. Whether the proposed amendments to the FLU and zoning maps would be consistent with, and promote, the purpose and intent of the applicable Comprehensive Plan policies, Redevelopment Plans, or any other current city - approved planning documents. The Proposed MU -C zoning district is consistent with the recommendation of the 2016 S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 3 Page 483 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 4 CRA Plan, Boynton Beach Complete Streets Mobility Plan, and the City's Comprehensive Plan. The MU -C zoning district is intended to replace the existing CBD zoned parcels classified as MXH, upon request from the developer. The rezoning is also consistent with the following Comprehensive Plan policies: Policy 1.12.1 The City shall continue to utilize Workforce Housing program to facilitate the construction of affordable rental and for sale housing units. Policy 1.18.1 The City shall continue to implement the Transit -Oriented Development (TOD) approach, as described in the 2012 Florida Department of Transportation's TOD Guidebook, to manage future growth within the Downtown TOD District (a % mile radius around the intersection of Ocean Avenue and the Florida East Coast rail corridor, the anticipated location of the Downtown Boynton Beach Station for the planned commuter Tri -Rail Coastal Link service on the FEC Corridor). The inner -mile core of this District shall be designed to accommodate the greatest density and intensity of development. Policy 1. 18.2 The City shall aim to transform the Downtown TOD District area into an active, mixed-use, pedestrian -friendly activity zone, supporting new housing to increase potential ridership, intensifying land development activity, and adding amenities and destination uses for future transit riders. The City shall strive to achieve this goal through facilitating compact, high density and intensity development of a varied mix of land uses. c. Compatibility. The application shall consider whether the proposed future land use and zoning, or potential uses allowed in a proposed zoning district, would be compatible with the surrounding uses in terms of density, scale, and the nature of use, or when such an amendment would normally create an isolated zoning district but would result in the incremental implementation of a redevelopment plan for the area. The proposed location of the freestanding parking garage is currently proposed to encroach into the the required landscape buffer at the east property line. A relief application requesting a variance (ZNCV 23-002) of seven (7) feet from the required twelve (12) foot landscape buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall has been submitted and staff recommends denial of the variance (refer to staff report ZNCV 23- 002). However, the proposed master plan, supported by the subject rezoning, would be compatible in scale and character with several nearby developments that are either already constructed, in permitting, or approved. As stated in criterion "b", the proposed MU -C zoning designation is consistent with the recommendations of the CRA Plan and Comprehensive Plan, and implements the MXH future land use classifcation as identified on the City's Future Land Use Map. The proposal will not create an isolated zoning district, as the properties to its south (500 Ocean) and east (approved Ocean One site) are zoned MU -C. In addition, all neighboring properties immediately north, south, east, and west of the proposed project and immediately west of the FEC tracks currently carry S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 4 Page 484 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 5 the MXH future land use category, while several nearby developments, either built (500 Ocean, Marina Village and Casa Costa) or approved (Ocean One, Broadstone, and The Villages), are zoned MU -C. The existing CBD zoning of the properties assembled for the project is being gradually phased out and replaced with mixed-use zoning designations corresponding to the MXH and MXM future land use categories. The proposed rezoning would continue the implementation of the land use pattern envisioned for the Downtown District by the CRA Plan. Note that the CRA Plan's FLU recommendation for the areas north, east, and west of the proposed project is Mixed Use High (MXH). This classification carries a maximum density of 100 du/ac that is achievable with receiving a 25% density bonus through participation in the City's Workforce Housing Progam or by providing "half units" as defined by the LDR. d. Orderly Growth. Whether the proposed amendments to the FLU and zoning maps would encourage piecemeal development or create undevelopable parcels. As stated in the responses for criteria "b" and "c", the proposed rezoning is consistent with the recommendations of the CRA Plan and Comprehensive Plan. The CRA Plan identifies the need for an assemblage of parcels within the Downtown District due to a lack of developable land. The proposal represents an assemblage of eight (8) parcels, all of which are proposed to be rezoned to MU -C, and will meet the minimum building and site regulations for the zoning district. The surrounding parcels are currently zoned CBD and will not be negatively impacted by the proposed rezoning. Therefore, the proposed amendment would not result in the creation of an undevelopable parcel(s). Furthermore, the proposal is accompanied by a master plan for a mixed-use multi -story building with multi -family units, commercial space, and a parking structure. The assemblage of parcels for the master planned development further discourages piecemeal development. e. Location Efficiency. Whether the proposed amendments to the FLU and zoning maps would support complementary land uses, the integration of a mix of land uses consistent with smart growth or sustainability initiatives; access to a wide range of mobility options, or interconnectivity within the project and between adjacent properties. See the response to criterion "c," as well as response to criterion "d". The proposed amendment to the zoning map is consistent with the vision of the Downtown District embedded in the CRA Plan, and will be complementary with the existing development and future redevelopment of the surrounding areas as the implementation of the CRA Plan continues. In addition, the existing MXH FLU classification of the parcels is intended to allow for the most intense development within the city, and the proposed MU -C urban zoning district implements the MXH category. Part III, Chapter 3, Article III, Sec.5.A.1 of the LDR states "the urban mixed-use zoning districts are intended to implement the CRA Plan by providing for a mixture of land uses, accommodating varying densities and intensities appropriate for each CRA district, and by establishing quality streetscapes and pedestrian environments as part of a compact S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 5 Page 485 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 6 urban setting." The proposed master plan provides for a mix of uses (residential and commercial) and a variety of pedestrian amenities including wide sidewalks and street trees. In addition, the development will support multi -modal transportation, is positioned to support the anticipated commuter train station, and is consistent with the LDR's purpose and intent for the urban mixed-use zoning districts. f. Availability of Public Services/Infrastructure. All requests for FLUM amendments shall be reviewed for long-term capacity availability at the maximum intensity permitted under the requested land use classification. Requests for rezoning to planned zoning districts and FLUM amendments shall be subject to review pursuant to Chapter 1, Article VI Concurrency. This request is for rezoning only. The long-term capacity availability for potable water, sewer, and solid waste was reviewed earlier as a part of the area -wide FLUM amendment following the adoption of the CRA Plan. (The Palm Beach County Solid Waste Authority determined that sufficient disposal capacity will be available at the existing landfill through approximately the year 2046.) Developments located within the Transportation Concurrency Exception Area (TCEA) are not subjected to standard traffic concurrency analyses. Nonetheless, the traffic impact analysis was submitted to the Palm Beach County Traffic Division, with the findings of 1,664 net new daily trips, 126 new am peak hour trips and 115 new pm peak hour trips. Since the subject property is within the Traffic Concurrency Exception Area, it is exempt from the Palm Beach County Traffic Performance Standards. The applicant has submitted a School Capacity Availability Determination (SCAD) application to the PBC School District for review, and approval of the new major site plan and master plan applications are conditioned upon receiving a SCAD approval letter. Drainage will be reviewed in detail as part of the site plan, land development, and building permit review processes. g. Economic Development Impact. (1) Whether the proposed rezoning/FLUM amendments would not- a. Represent a potential decrease in the possible intensity of development, given the uses permitted in the proposed land use category and/or zoning district, and b. Represent a potential decrease in the number of uses with high probable economic development benefits. (2) Whether the proposed rezoning/FLUM amendments would: a. Create new employment opportunities,- b. pportunities,b. Contribute to the enhancement and diversification of the city's tax base,- c. ase,c. Respond to the current or anticipated market demand or community needs, or d. Alleviate economic obsolescence of the subject area. S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 6 Page 486 of 744 The Pierce Rezoning (REZN 22-001) Memorandum No PZ 23-009 Page 7 The proposed rezoning would not represent a decrease in the possible intensity of development, nor would it represent a decrease in the number of uses with high probable economic development benefits. The proposed project generates economic development benefits as it presents an opportunity to become yet another contributor to a successful, lively downtown, by bringing more development to the area and attracting more residents and visitors to the city. Moreover, the density increase in the DTODD is essential for support of a future commuter service stop. The direct impact on job generation would be modest; however, there will be substantial indirect effects through increased demand for retail and restaurant uses. The project also has the potential to add a significant contribution to the City's tax base. Market demand for apartment rentals is high, especially apartment units that are affordable. The project will be a mixed -income housing development that will include apartment units at an attainable price -point through participation in the City's Workforce Housing Program. h. Heavy Commercial and Industrial Land Supply. The review shall consider whether the proposed rezoning/FLUM amendment would reduce the amount of land available for commercial/industrial development. If such determination is made, the approval can be recommended under the following conditions: (1) The size, shape, and/or location of the property makes it unsuitable for commercial/industrial development, or (2) The proposed rezoning/FLUM amendment provides evidence of satisfying at least two (2) of the Direct Economic Development Benefits listed in subparagraph above. The subject property is currently classified as Mixed Use High. The proposed rezoning corresponds to that FLU classification and does not affect the type of land uses allowed on the property. The project includes approximately 17,089 square feet of commercial uses. RECOMMENDATION Staff has reviewed the proposed rezoning and recommends DENIAL based on the recommendation of denial for variance request ZNCV 23-002; however, should the City Commission approve the applicant's request for a variance for relief from Part III, Chapter 4, Article II, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL of The Pierce Rezoning (REZN 22-001) based on the findings that the project implements the CRA Community Redevelopment Plan and the Comprehensive Plan objectives and policies, and is consistent with the Complete Streets Mobility Plan. S:APlanning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)APEZN 22-001\The Pierce Staff Report REZN 22- 001 Final.doc 7 Page 487 of 744 Page 488 of 744 Page 489 of 744 Page 490 of 744 I Page 491 of 744 Exhibit E ProjectNarrative- The Pierce, Rezoning �, �1 & C I 1 This application for Rezoning is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. Applications for a New Master Plan, New Major Site Plan, Abandonments, Community Design Appeals, and Height Exception are being submitted concurrently. Pursuant to Section 2.1) of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II, this application would seek to change the zoning designation of the subject property from Central Business District (CBD) to Mixed -Use Core (MU -C) including a Master Plan. The rezoning is consistent with the Future Land Use Map (FLUM) classification of Mixed -Use High (MXH), and no amendment to the FLUM classification is proposed. The rezoning application meets the criteria specified in Section 2.D.3 of Chapter 2, Article II of the Land Development Regulations as follows: a. Demonstration of Need The proposed amendment to the zoning designation is necessary for and supported by implementation of the city's vision for development in the area. The Pierce will be constructed on underutilized and largely vacant property. It is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point. The Pierce will add 300 new households to the community and over 17,015 SF of restaurant/retail/office space. The developer will provide 150 parking spaces in the parking garage for use by the general public for enhancement of the downtown. b. Consistency The proposed amendment to the zoning map is consistent with, and promotes, the purpose and intent of Comprehensive Plan policies, Redevelopment Plans, and other city -approved planning documents, including but not limited to the following: - Comprehensive Plan, Future Land Use Element, Objective 1.8: This is a compact project that promotes a compact urban development pattern and discourages sprawl. - Comprehensive Plan, Future Land Use Element, Policy 1.11.1: Provides multi -family rental housing for a broad range of income groups. - Comprehensive Plan, Future Land Use Element, Objective 1.12 and Policy 1.12.1: Provides workforce housing to maintain a diversified and sustainable City having character and sense of community where people can live and work in the same area. c. Compatibility The proposed MU -C zoning designation is compatible with the surrounding uses in terms of density, scale, and nature of use. Many surrounding properties are zoned MU -C, including the property directly east across Federal Highway, the property diagonally northeast along Federal Highway, and the property directly south across E Ocean Avenue. d. Orderly Growth The proposed amendment to the zoning map encourages orderly growth. This is a 3 -acre parcel in an area compatible with the proposed zoning designation. The current and proposed zoning designations both make sense for the downtown area. The parcels that compose this large underutilized and largely vacant property Page 492 of 744 The Pierce, Rezoning Narrative Page 12 have been combined for this project. The proposed use, which includes 300 residential units, 17,015 SF of restaurant/retail/office space, and additional parking for use by the public will contribute to the area and encourage further development of neighboring properties. In this way, it is in sync with the City's goals for redevelopment of the downtown area. Accordingly, it will not encourage piecemeal development. Likewise, the proposed amendment to the zoning map would not create undevelopable parcels. The plans take underutilized and largely vacant property and propose a development that will contribute to the neighborhood. The property adjacent to the proposed development that would remain at the existing zoning is currently occupied with active businesses that will remain in operation. The adjacent parcel's existing zoning of CBD will allow for multiple development opportunities that would make sense at the location if in the future redevelopment is desired at that site. e. Location Efficiency The proposed amendment to the zoning map would support complementary land uses. The Future Land Use designation of the site is Mixed Use High (MXH). This is a designation intended for areas east of I- 95 that allows for high-density mixed-use projects. MU -C Zoning is defined in Part III of the Land Development Regulations, Chapter 3, Article III, Sec. 5.A.2.e as a district that "implements the Mixed Use High (MXH) future land use map (FLUM) classification of the Comprehensive Plan." The permitted uses in the zoning district include high-density mixed-use projects like those contemplated in the comprehensive plan for MXH designated areas. Accordingly, the proposed amendment to MXH would support complementary land uses. The amendment would also support the integration of a mix of land uses consistent with smart growth and sustainability initiatives. Chapter 3, Article III, Sec.3.E.1 of Part III of the Land Development Regulations discusses the general intent of the CBD Zoning District. It says "The CBD Zoning district was established with the intent to serve the entire community, create a high volume of pedestrian activity, provide business, recreation and residential opportunities, and maximize the potential of the waterfront. The district is considered the predecessor to the high density urban mixed use zoning districts, and will eventually be supplanted by them." (emphasis added). Uses allowed under the current CBZ zoning include residential uses in mixed-use buildings as well as various retail/commercial/office uses. This type of development is the type contemplated in the land development regulations for smart growth. As described in the accompanying narratives for this project, it also supports sustainability initiatives. We refer to those narratives for reference as to the details of the sustainability features. f. Availability of Public Services/Infrastructure The proposed rezoning meets the requirements of Chapter 1, Article VI Concurrency as follows: 1. Potable Water, Sanitary Sewer, Drainage, and Solid Waste. The applicant will pay the Capital Facilities Charges and Connection Charges for Potable Water, Sanitary Sewer, Drainage, and Solid Waste as applicable. The development agreement guarantees that the necessary facilities and services will be in place when the development impacts occur. 2. Parks and Recreation The applicant has complied with the requirements of the Parks and Recreation Facilities Impact Fee ordinance. Page 493 of 744 The Pierce, Rezoning Narrative 3. Roads Page 13 The applicant has complied with the requirements of Palm Beach County Traffic Performance Standards (TPS) ordinance. The traffic analysis that was performed evaluates the level of service (LOS) at intersections in the vicinity of the site. As noted in the traffic study, the adopted LOS D standard is anticipated to be met at all intersections evaluated throughout buildout of this project. g. Economic Development Impact The proposed rezoning would not represent a potential decrease in the possible intensity of development, nor would it represent a potential decrease in the number of uses with high probable economic development benefits. The Pierce is a development project bringing in 300 apartment units with state-of-the-art amenities, secure parking, interactive public spaces, restaurant, retail and office use and public parking. The Pierce will create a new live -work -play destination in East Boynton Beach, helping catalyze the area and creating the potential for redevelopment of nearby properties. In addition, the proposed rezoning would contribute to the enhancement and diversification of the city's tax base. The project will be constructed on underutilized and largely vacant property, which creates very little property tax generation to the City. The Pierce is adding 300 new households to the community and over 17,015 SF of restaurant/retail/office space which will greatly contribute to the local area spending, business development and investment. The proposed rezoning also responds to market demand and community needs. It is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point for the City's workforce. As a mixed -income housing development, all tenants will benefit from the same luxury finishes and amenities, regardless of income. h. Heavy Commercial and Industrial Land Supply The amendment to the zoning map would not reduce the amount of land available for commercial/industrial development. Page 494 of 744 AEEILIATED QMRINKA+ 0 Revisions SITE PLAN APPROVAL THE PIERCE ARCHITECTURAL SITE PLAN & SITE DATA J I AEEILIATED Q=RINKA+ m 0 Revisions SITE PLAN APPROVAL THE PIERCE MASTER PLAN Page 497 of 744 Page 498 of 744 Executive Summary The Pierce will be a mixed-use development featuring an eight -story multifamily building containing 300 luxury residential rental units connected to a parking garage that contains parking for the project's private uses as well as 150 spaces dedicated to the public, so that visitors to the area can park and walk conveniently to the project's restaurants, retail and office attractions. With over 61 % of our project's overall site area accessible by the public, The Pierce ensures enhanced pedestrian connectivity throughout the project. Strategically spanning across the project site, The Pierce contains an assortment of uses that combine to create continual activity and energy. Anchoring the north end of the site on Boynton Beach Blvd will be the new home for Boynton Beach's local mainstay, Hurricane Alley. The site's north end and parking garage will connect along 4th Street where pedestrians will pass by retail space and Dewey Park to make their way to the restaurants and caf6 fronting Ocean Avenue. The "hard corner" on Ocean Ave and Federal Hwy will display a large marine and educational monumental art piece for residents and visitors to enjoy and learn more about Boynton Beach's marine life. The Pierce residences is situated in the center of the site and will function as the nucleus that fuels the project's daytime and nighttime vitality. Residents of The Pierce will experience best -in -class amenities spread throughout the building and grounds. The urban design, abundant amenity offerings and luxury finishes was created to offer an elevated and different living experience from other Boynton Beach apartment options. The Pierce offers something for everyone who wishes to truly embody the live, work, play mantra. 150 of the project's 300 units will be offered at workforce level rates that are attainable to the hard working individuals and families that desire a luxury living experience at an attainable rate. The mixed -income approach fosters a healthy, diverse urban environment, and will help make this area of Boynton Beach a true urban oasis. =PIERCE Project Video F 1-1 E F"", I E R (I',""" E A 1",,l I I'vA A F I C) 1""I Applications • Rezoning from Central Business District (CBD) to Mixed -Use Core (MU -C) • New Master Plan • New Major Site Plan • Abandonments • South Alley • Portion of NE 1st Ave • Portion of North Alley • Four Community Design Appeals for the Parking Garage • Height Exception for the Parking Garage =PIERCE a Rezoning from Central Business District (CBD) to Mixed -Use Core (MU -C) Meets the Criteria in Section 2.D.3 of Chapter 2, Article II of the LDRs: ✓ Demonstration of Need ✓ Consistency with city planning documents ✓ Compatibility with surrounding uses ✓ Orderly Growth ✓ Location Efficiency ✓ Availability of Public Services/Infrastructure ✓ Economic Development Impact ✓ Heavy Commercial and Industrial Land Supply =PIERCE 9 Master Plan & Major Site Plan New Master Plan Meets the Criteria in Section 2.D.6 of Chapter 2, Article II of the LDRS: 1) Zoning and Standards Compliance: complies with the requirements of the respective zoning district regulations and site development standards. 2) Diagrams: submittal includes diagrams which illustrate the location of uses and density on the site. New Major Site Plan Meets the Criteria in Section 2.F of Chapter 2, Article II of the LDRS: 1) The site plan complies with the requirements of the respective zoning district regulations and site development standards. 2) The site plan is consistent with the master plan. 10 New Master Plan &New Major Site Plan The project complies with the location and general use requirements applicable to the Mixed -Use Core district as follows: 1. The future land use classification of the land is mixed use -high (MX -H). 2. The development is a high density/intensity development intended for the downtown area. It includes a mix of uses designed in a compact vertical style. 3. The development fronts on Federal Highway, which is designated as an "arterial" roadway on the Functional Classification of Roadways Map. 11 Four Community Design Appeals • Code Requirement: • Freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. • Proposed Design: • Freestanding parking garage that fronts 4t" Street The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. 1 10 '1 Nk. 13 North Garage Elevation • Vertical landscaping at the base • Lush landscape buffer • Large area for projecting movies/sport games as well as public events in open space area between Hurricane Alley and parking structure =PIERCE 1< South Garage Elevation • Decorative metal fencing • Bike -themed mural element • Horizontal projections and overhangs to provide shading over pedestrian walkways • Integrated perforated metal screen wraps from the East side of facade 15 West Garage Elevation • Vertical landscaping elements at the base • "Welcome to Boynton Beach" image integrated into a vertical perforated metal screen 17 Four Community Design Appeals Meets the Criteria in Chapter 2, Article II, Sec. 4.13.3: ✓ Consistency with the Comprehensive Plan ✓ Will not significantly detract from the Livability or Appearance of the city and will be consistent with the established or desired character ✓ Consistency with the Purpose of the standard ✓ Trees or Fauna ✓ Environmental Impacts ✓ Impact on Property Values ✓ Light and Air ✓ Furthers objectives of the City ✓ Other Standards and Requirements W., Height Exception for the Parking Garage Code requirement: Max 75' Feet Proposed: Egress staircase extends to 77' 11" Meets the Criteria in Chapter 2, Article II, Sec. 4.C.3: ✓ Will not adversely affect: 1) light and air; 2) property values; 3) living conditions; or 4) existing or proposed land uses ✓ Would not be a deterrent to development or improvement of adjacent properties ✓ Would contribute to architectural character and form of the project ✓ Would positively contribute to the city's desired image, streetscape design, or recommendation of any applicable redevelopment plan ✓ Would contribute to sustainable development and other green initiatives ✓ Is necessary and not proposed in a manner with which the objective is to maximize project visibility without concern for architectural or aesthetic integrity ✓ Sufficient evidence has been presented to justify the need for a height exception. 19 F111 M, I I THE PIERCE AMENITIES C3 - RETAIL f Fitness center 2 Coworkcollaborafive seating I Bar/Tap Roorn 4 Sports Viewing ilrr I V 5 Wine/S�ar rit Cellar Room 6 BiltiardsShuffell Board!/Darts, 26 P281 30 22 31 132 �36 7 Coffee ao Grab in O Convenience rJ ITT 9 Wine/Sprint Lockers 2 ,.I M 10 Parce[]Package Room with Refrigeration oil 11 Bicycle StorageMike Shop f 12 Ride Share Waiting I V 7r -n - - i 74 Free Bike Sharing 18 IF 'j;;; 1 W, atersports Sharing 4 E_ "1 J 15 Fullness center yogal room L Ftl1 B9 '16 Coworkmicro offices tf 17 Fitness center outdoor crossfil area 18 Wellness room with, infered sauna RI 19 Arcade Games 2 20 Pool with sun shelf 12 21 Pool bar .......... .. 22 Pill Court 311135 23 B'BQ Grill & Outdoor Kitchen 23 2T 24 Covered Outdoor DininglSeating 25 Rooftop Deck �fl At 4 B2 q FM, J f 44 Page 527 of 744 2 0 Al"Ip4l All 26 Hammock Park 27 Pool Cabanas 28 Carne Lawn 29 Dog Park N - TA 1 �Mtl 30 Bocce Ball COLO 23 27 311 Outdoor Gaming Area Pilng Pong, Comhole, ring tol 32 Golf Range Net - ------ 33 14 EV Charging Stations Loading Dock for Move- in s 27' 35 36 Chess(Domino Tables Picniic/Diningi gazebo 37 Car Wash Afea some amenities not pictured �fl At 4 B2 q FM, J f 44 Page 527 of 744 Artin Public Space Art incorporated into prominent public locations • Sculpture of marine inspired theme paying homage to Boynton Beach's main industry • Garage screen on garage west fagade will serve as focal point as you enter The East Boynton Beach District • Requirement - $300,000. Developer will exceed this Requirement *conceptual artistic renderings subject to change =PIERCE 31 AW Public Hearing - None 3/9/2023 Requested Action by Commission: Proposed Ordinance No. 23-006- Second Reading - Approve request for Abandonment of the 225 -foot long segment of the 20 -foot wide right-of-way located within the northern section of the proposed The Pierce development approximately 175 feet south of the East Boynton Beach Boulevard centerline (a.k.a. "North Alley") (ABAN 22-001), the 225 -foot long segment of the 40 -foot wide NE 1st Avenue right-of-way (ABAN 22-002), and the 335.02 -foot long segment of the 20 -foot wide right- of-way located within the southern section of the proposed The Pierce development, approximately 150 feet north of the East Ocean Avenue centerline (a.k.a "South Alley") (ABAN 22-003). Applicant: Jeffery Burns, Affiliated Development. Explanation of Request: The applicant is requesting three (3) abandonments (ABAN 22 - 001, ABAN 22-002, & ABAN 22-003) in conjunction with the following applications: The Pierce Rezoning (REZN 22-001) to rezone the subject properties from CBD (Central Business District) to Mixed Use -Core (MU -C), and The Pierce Master Plan (MPMD 22-005) and New Major Site Plan (NW SP 22-004) for the development of an 8 -story mixed-use development consisting of approximately 17,089 square feet of ground floor commercial space and a supporting parking garage with a total of 564 parking spaces (see Exhibit "C" Conditions of Approval). The three requests are outlined as follows: North Alley (ABAN 22-0011 The applicant is requesting to abandon the west portion of the alleyway located within the northern section of the site between NE 4th Street and Federal Highway. The North Alley has an existing driveway and provides access to the existing parking lots and neighboring properties. The abandoned land will be transferred in equal portions to the abutting property owner(s) per State Statute. In this case the southern portion of the abandon area will be conveyed and developed for further implementation of The Pierce Master Plan and the northern portion will be conveyed to the abutting properties. The portions of the abandonment within the project boundary will be demolished for the proposed development. ROW of NE 1st Avenue (ABAN 22-002): The applicant is requesting to vacate the west portion of NE 1st Avenue between NE 4th Street and Federal Highway. The segment of the right-of-way to be vacated has an existing driveway that provides access to the existing parking lots and properties to the north and the south which is proposed to be redeveloped and incorporated into The Pierce development. The remaining portion of the right-of-way will continue to serve as access to the properties to the north. South Alley (ABAN 22-003): The applicant is requesting to vacate a full length of the alleyway located within the southern section of the site between NE 4th Street and Federal Highway. The South Alley has an existing driveway that provides access to the properties to the south and the existing parking lot to the north. These properties will be demolished for the implementation of The Pierce Master Plan. The Planning & Development Board recommended APPROVAL of this request during the February 6, 2023 meeting. How will this affect city programs or services? This will not affect City programs or services. Fiscal Impact: There is no fiscal impact to the budget for this item. Page 530 of 744 Alternatives: N/A Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type D OrdinainCE) D Staff IRE)port D I ocaboin li ap D Exh �i lb li t D Coindboins of Appirov,-,.ill D Exh �i lb li t 71 IIhIII�I Description Ordinal['IC2, appirtnkng abaindoinirTIENI'lt Of IROW for ME) RiENrCE) Staff IRE)port ExhibitA FlrolPOSEd AbaindoinirTIENI'ItS, Exhibit IBI E�IgallIi:: E)SCripboins aind SkE�ItchE�,S Exhibit C Coindboins of Appirov,,.-,.ill Exh �i bi t ID 1 Appicaint J LAStificaboin S tatENrYIENI'lt (North NIE)Y) Exh �i bi t IC: 2 Appicaint J LAStificaboin S tatENrYIENI'lt (N IE 1 st Ave) Exh �i bi t IC: 3 Appicaint J LAStificaboin S tatENrYIENI'lt (SOLAthAlbly) Page 531 of 744 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 ORDINANCE NO. 23-006 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING THE ABANDONMENT OF THE 225 - FOOT LONG SEGMENT OF THE 20 -FOOT WIDE RIGHT-OF- WAY LOCATED WITHIN THE NORTHERN SECTION OF THE PROPOSED THE PIERCE DEVELOPMENT APPROXIMATELY 175 FEET SOUTH OF THE EAST BOYNTON BEACH BOULEVARD CENTERLINE (A.KA. "NORTH ALLEY"), THE 225 -FOOT LONG SEGMENT OF THE 40 -FOOT WIDE NE 1ST AVENUE RIGHT-OF-WAY, AND THE 335.02 -FOOT LONG SEGMENT OF THE 20 -FOOT WIDE RIGHT-OF-WAY LOCATED WITHIN THE SOUTHERN SECTION OF THE PROPOSED THE PIERCE DEVELOPMENT, APPROXIMATELY 150 FEET NORTH OF THE EAST OCEAN AVENUE CENTERLINE (A.K.A "SOUTH ALLEY"); AUTHORIZING THE CITY MANAGER TO EXECUTE A DISCLAIMER, WHICH SHALL BE RECORDED WITH THIS ORDINANCE IN THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Applicant is requesting three (3) abandonments (ABAN 22 - 001, ABAN 22-002, & ABAN 22-003) in conjunction with the following applications: The Pierce Rezoning (REZN 22-001) to rezone the subject properties from CBD (Central Business District) to Mixed Use -Core (MU -C), and The Pierce Master Plan (MPMD 22-005) and New Major Site Plan (NWSP 22-004) for the development of an 8 -story mixed-use development consisting of approximately 17,089 square feet of ground floor commercial space and a supporting parking garage with a total of 564 parking spaces; and WHEREAS, staff has determined that the requested abandonment would not adversely impact traffic or other City functions, and would not adversely impact other adjacent property owners; and WHEREAS, comments have been solicited from the appropriate City Departments, and public hearings have been held before the City Commission on the proposed abandonment; and WHEREAS, staff has determined that the subject right-of-way no longer serves a public purpose other than retention of a utility easement, if warranted and therefore recommends approval of the request, subject to the accompanying conditions. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: Section 1. The foregoing whereas clauses are true and correct and incorporated herein by this reference. {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx Page 532 of 744 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 Section 2. The City Commission of the City of Boynton Beach, Florida, does hereby abandon the 225 -foot long segment of the 20 -foot wide right-of-way located within the northern section of the proposed The Pierce development approximately 175 feet south of the East Boynton Beach Boulevard centerline (a.k.a. "North Alley"), the 225 -foot long segment of the 40 -foot wide NE 1st Avenue right-of-way, and the 335.02 -foot long segment of the 20 -foot wide right-of-way located within the southern section of the proposed The Pierce development, approximately 150 feet north of the East Ocean Avenue centerline (a.k.a "South Alley"). The property being abandoned is more particularly described as follows: South Alley Legal Description A PORTION OF THE 20' ALLEYWAY AS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 6, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED THENCE ALONG THE NORTH LINE OF SAID ALLEYWAY, ALSO BEING THE SOUTH LINE OF SAID BLOCK 6, N89°46' 59"E A DISTANCE OF 335.02 FEET TO A POINT 10 FEET WEST OF THE PLATTED WEST RIGHT OF WAY OF FEDERAL HIGHWAY (US HIGHWAY NO. 1), SAID POINT BEING THE WEST RIGHT OF WAY LINE OF SAID FEDERAL HIGHWAY PER F.D.O.T. R/W MAP SECTION 93010-2501, SHEET 4 OF 10; THENCE PROCEED ALONG SAID RIGHT OF WAY LINE S01022'36"E A DISTANCE OF 20.00 FEET TO A POINT ON THE SOUTH LINE OF SAID ALLEYWAY; THENCE PROCEED ALONG SAID SOUTH LINE S89046'59"W A DISTANCE OF 335.02 FEET TO A POINT 5.00 FEET EAST OF THE WEST LINE OF SAID BLOCK 6; THENCE PROCEED N01022'36"W A DISTANCE OF 20.00 FEET TO THE POINT AND PLACE OF BEGINNING. CONTAINING 6700.30 SQUARE FEET. Portion of North Alley Legal Description A PARCEL OF LAND BEING A PORTION OF THE 20 FEET WIDE ALLEYWAY IN BLOCK 1, ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PARCEL LYING IMMEDIATELY ADJACENT TO LOTS 6 THROUGH 11, AND THE WEST OF LOT 12. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED THENCE ALONG THE NORTH LINE OF SAID ALLEYWAY AND ALSO BINT THE SOUTH LINE OF LOTS 6 AND 7 N89048'41"E A DISTANCE OF 100.00 FEET TO A POINT ON THE SOUTHEAST CORNER OF LOT 6, THENCE DEPARTING SAID LINE PROCEED ALONG THE SOUTHERLY EXTENSION OF THE EAST LINE OF SAID LOT 6 S01022'23"E A DISTANCE OF 10.00 FEET TO A POINT; THENCE PROCEED ALONG A LINE TEN FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID ALLEYWAY, N89048'41"E A DISTANCE OF 125.00 FEET (SAID LINE BEING THE CENTERLINE OF SAID ALLEYWAY) THENCE PROCEED S01022'36"E TO THE SOUTH LINE OF SAID ALLEYWAY AND INTERSECTION OF THE EAST LINE OF THE WEST f/z OF LOT 12, SAID BLOCK 1, {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx Page 533 of 744 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 THENCE PROCEED ALONG THE SOUTH LINE OF SAID ALLEYWAY S89048'41"W A DISTANCE OF 125.00 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET, SAID POINT ALSO BEING THE NORTHWEST CORNER OF LOT 8, BLOCK 1; THENCE PROCEED N01022'36"W A DISTANCE OF 20.00 FEET ALONG SAID EAST RIGHT OF WAY LINE TO A POINT IN THE SOUTHWEST CORNER OF LOT 7, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 3251.00 SQUARE FEET. Portion of NE 1 st Ave Legal Description A PORTION OF THE RIGHT OF WAY OF NE 1 ST AVENUE AS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED ALONG THE NORTH RIGHT OF WAY LINE OF SAID NE 1 ST AVENUE N89048'41"E A DISTANCE OF 225 FEET TO A POINT BEING THE SOUTHEAST CORNER OF THE WEST 1/2 OF LOT 12, BLOCK 1: THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE PROCEED S01022'36"E A DISTANCE OF 40 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF SAID NE 1 ST AVENUE (ALSO BEING THE NORTH LINE OF BLOCK 6); THENCE PROEED S89048'41"W A LONG SAID SOUTH RIGHT OF WAY LINE A DISTANCE OF 225.00 FEET TO THE NORTHWEST CORNER OF LOT 7, BLOCK 6, ALSO BEING THE INTERSECTION POINT OF THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET); THENCE PROCEED N01022'36" ALONG SAID EASTERLY RIGHT OF WAY LINE A DISTANCE OF 40.00 FEET TO THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 9003.59 SQUARE FEET. Section 3. The City Manager is hereby authorized and directed to execute the attached Disclaimer and cause the same to be filed, with this Ordinance, in the Public Records of Palm Beach County, Florida. Section 4. This Ordinance shall take effect immediately upon passage. FIRST READING this 21st day of February, 2023. SECOND, FINAL READING AND PASSAGE THIS CITY OF BOYNTON BEACH, FLORIDA {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx day of March, 2023. YES NO Page 534 of 744 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley ATTEST: VOTE Maylee De Jesus, MPA, MMC Ty Penserga City Clerk Mayor (Corporate Seal) {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney Page 535 of 744 DISCLAIMER KNOW ALL MEN BY THESE PRESENTS that the City Commission of the City of Boynton Beach, Florida, does hereby abandon the 225 -foot long segment of the 20 -foot wide right-of- way located within the northern section of the proposed The Pierce development approximately 175 feet south of the East Boynton Beach Boulevard centerline (a.k.a. "North Alley"), the 225 -foot long segment of the 40 -foot wide NE 1st Avenue right-of-way, and the 335.02 -foot long segment of the 20 - foot wide right-of-way located within the southern section of the proposed The Pierce development, approximately 150 feet north of the East Ocean Avenue centerline (a.k.a "South Alley"). The property being abandoned is more particularly described as follows: South Alley Legal Description A PORTION OF THE 20' ALLEYWAY AS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 6, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED THENCE ALONG THE NORTH LINE OF SAID ALLEYWAY, ALSO BEING THE SOUTH LINE OF SAID BLOCK 6, N89046'59"E A DISTANCE OF 335.02 FEET TO A POINT 10 FEET WEST OF THE PLATTED WEST RIGHT OF WAY OF FEDERAL HIGHWAY (US HIGHWAY NO. 1), SAID POINT BEING THE WEST RIGHT OF WAY LINE OF SAID FEDERAL HIGHWAY PER F.D.O.T. R/W MAP SECTION 93010-2501, SHEET 4 OF 10; THENCE PROCEED ALONG SAID RIGHT OF WAY LINE S01022'36"E A DISTANCE OF 20.00 FEET TO A POINT ON THE SOUTH LINE OF SAID ALLEYWAY; THENCE PROCEED ALONG SAID SOUTH LINE S89046'59"W A DISTANCE OF 335.02 FEET TO A POINT 5.00 FEET EAST OF THE WEST LINE OF SAID BLOCK 6; THENCE PROCEED N01022'36"W A DISTANCE OF 20.00 FEET TO THE POINT AND PLACE OF BEGINNING. CONTAINING 6700.30 SQUARE FEET. Portion of North Alley Legal Description A PARCEL OF LAND BEING A PORTION OF THE 20 FEET WIDE ALLEYWAY IN BLOCK 1, ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PARCEL LYING IMMEDIATELY ADJACENT TO LOTS 6 THROUGH 11, AND THE WEST OF LOT 12. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED THENCE ALONG THE NORTH LINE OF SAID ALLEYWAY AND ALSO BINT THE SOUTH LINE OF LOTS 6 AND 7 N89048'41"E A DISTANCE OF 100.00 FEET TO A POINT ON THE SOUTHEAST CORNER OF LOT 6, THENCE DEPARTING SAID LINE PROCEED ALONG THE SOUTHERLY EXTENSION OF THE EAST LINE OF SAID LOT 6 SO1°22'23"E A DISTANCE OF 10.00 FEET TO A POINT; THENCE PROCEED ALONG A LINE TEN FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx Page 536 of 744 ALLEYWAY, N89048'41"E A DISTANCE OF 125.00 FEET (SAID LINE BEING THE CENTERLINE OF SAID ALLEYWAY) THENCE PROCEED S01022'36"E TO THE SOUTH LINE OF SAID ALLEYWAY AND INTERSECTION OF THE EAST LINE OF THE WEST 1/2 OF LOT 12, SAID BLOCK 1, THENCE PROCEED ALONG THE SOUTH LINE OF SAID ALLEYWAY S89048'41 "W A DISTANCE OF 125.00 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET, SAID POINT ALSO BEING THE NORTHWEST CORNER OF LOT 8, BLOCK 1; THENCE PROCEED N01022'36"W A DISTANCE OF 20.00 FEET ALONG SAID EAST RIGHT OF WAY LINE TO A POINT IN THE SOUTHWEST CORNER OF LOT 7, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 3251.00 SQUARE FEET. Portion of NE 1st Ave Legal Description A PORTION OF THE RIGHT OF WAY OF NE 1ST AVENUE AS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED ALONG THE NORTH RIGHT OF WAY LINE OF SAID NE 1ST AVENUE N89048'41"E A DISTANCE OF 225 FEET TO A POINT BEING THE SOUTHEAST CORNER OF THE WEST 1/2 OF LOT 12, BLOCK 1: THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE PROCEED S01022'36"E A DISTANCE OF 40 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF SAID NE 1ST AVENUE (ALSO BEING THE NORTH LINE OF BLOCK 6); THENCE PROEED S89048'41"W A LONG SAID SOUTH RIGHT OF WAY LINE A DISTANCE OF 225.00 FEET TO THE NORTHWEST CORNER OF LOT 7, BLOCK 6, ALSO BEING THE INTERSECTION POINT OF THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET); THENCE PROCEED N01022'36" ALONG SAID EASTERLY RIGHT OF WAY LINE A DISTANCE OF 40.00 FEET TO THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 9003.59 SQUARE FEET. IN WITNESS WHEREOF, the duly authorized officers of the City of Boynton Beach, Florida, have hereunto set their hands and affixed the seal of the City this day of March, 2023. CITY OF BOYNTON BEACH, FLORIDA Maylee De Jesus, MMC Daniel Dugger, City Manager City Clerk {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx Page 537 of 744 STATE OF FLORIDA ) ) ss: COUNTY OF PALM BEACH ) BEFORE ME, the undersigned authority, personally appeared by means of ❑ physical presence or ❑ online notarization, Daniel Dugger, City Manager of the City of Boynton Beach, Florida, known to me to be the person described in and who executed the foregoing instrument, and acknowledged the execution thereof to be his free hand and deed as such officer, for the uses and purposes mentioned therein; that he affixed thereto the official seal of said corporation; and that said instrument is the act and deed of said corporation. WITNESS my hand and official seal in the said State and County this day of .2023. NOTARY PUBLIC, State of Florida My Commission Expires: {S:\CA\Ordinances\Abandonments\Abandonment of ROW (The Pierce) - Ordinance.docx Page 538 of 744 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION 19 MEMORANDUM NO. PZ 23-007 STAFF REPORT TO: Chair and Members Planning & Development Board THRU: Amanda B. Radigan, AICP, LEED AP ,A,:�W Planning and Zoning Director FROM: Craig Pinder, Planner II Jae Eun Kim, PLA, Principal Planner DATE: January 24, 2023 PROJECT: The Pierce Right-of-way Abandonment (ABAN 22-002) North & South Alley Abandonments (ABAN 22 — 001 & ABAN 22-003) REQUEST: Approval of three (3) applications for abandonments to vacate a portion of an alleyway located within the northern section of the proposed The Pierce development AKA North Alley (ABAN 22-001), a portion of NE 1 st Avenue (ABAN 22-002), and the full length of an alleyway located within the southern section of the proposed The Pierce development AKA South Alley (ABAN 22-003). BACKGROUND The applicant is requesting three (3) abandonment (ABAN 22 - 001, ABAN 22-002, & ABAN 22-003) in conjunction with the following applications: The Pierce Rezoning (REZN 22-001) to rezone the subject properties from CBD (Central Business District) to Mixed Use -Core (MU -C), and The Pierce Master Plan (MPMD 22-005) and New Major Site Plan (NWSP 22-004) for the development of an 8 - story mixed-use development consisting of approximately 17,089 square feet of ground floor commercial space and a supporting parking garage with a total of 564 parking spaces (see Exhibit C Conditions of Approval) . The three abandonment requests are outlined below (refer to Exhibit A — Proposed Abandonments): North Alley (ABAN 22-001): The applicant is requesting to abandon the west portion of the alleyway located within the northern section of the site between NE 4th Street and Federal Highway. The North Alley has an existing driveway and provides access to the existing parking lots and neighboring properties. The abandoned land will be transferred in equal portions to the abutting property owner(s) per State Statute. In this case the southern portion of the abandon area will be conveyed and developed for further implementation of The Pierce Master Plan and the northern portion will be conveyed to the abutting properties. The portions of the abandonment within the project boundarywill be demolished forthe proposed development. The subject area is approximately 4,500 square feet, 20 feet wide by 225 feet (Exhibit B — Legal Descriptions and Sketches). Page 539 of 744 The Pierce Abandonments (ABAN 22-001, ABAN 22-002 & ABAN 22-003) Memorandum No. PZ 23-007 Page 2 ROW of NE 1St Avenue (ABAN 22-002): The applicant is requesting to vacate the west portion of NE 1St Avenue between NE 4th Street and Federal Highway. The segment of the right-of-way to be vacated has an existing driveway that provides access to the existing parking lots and properties to the north and the south which is proposed to be redeveloped and incorporated into The Pierce development. The remaining portion of the right-of-way will continue to serve as access to the properties to the north. The subject area is approximately 9,004 square feet, 40 feet wide by 225 feet (Exhibit B — Legal Descriptions and Sketches). South Alley (ABAN 22-003): The applicant is requesting to vacate a full length of the alleyway located within the southern section of the site between NE 4th Street and Federal Highway. The South Alley has an existing driveway that provides access to the properties to the south and the existing parking lot to the north. These properties will be demolished for the implementation of The Pierce Master Plan. The subject area is approximately 6,700 square feet, 20 feet wide by 335 feet (Exhibit B — Legal Descriptions and Sketches). The applicant has provided justification statements for the abandonment requests (see Exhibit D — Justification Statements). The following is a description of the zoning districts and land uses of the properties that surround the subject abandonment requests: Adjacent Uses: North: On the northwest, the right-of-way of Boynton Beach Boulevard, then further north, developed commercial properties, classified Mixed Use High (MXH) and zoned Central Business District (CBD); on the northeast, developed commercial properties also under the MXH and CBD designations, and farther north, the right-of-way of Boynton Beach Boulevard; South: On the southwest, public park classified Mixed Use High (MXH) zoned Central Business District (CBD); on the southeast, the right-of-way of Ocean Avenue, then further south, a mixed-use project (500 Ocean), classified MXH and zoned Mixed Use -Core (MU -C); East: On the east northeast, developed commercial properties, classified Mixed Use - High (MXH) and zoned Central Business District (CBD); on the southeast, the right-of-way for Federal Highway, then an undeveloped property classified MXH and zoned Mixed -Use Core (MU -C); West: Right-of-way of NE 4th Street, then an undeveloped parcel, classified Mixed Use -High (MXH) and zoned Central Business District (CBD). ANALYSIS A notice of the requests was mailed to owners of properties within 400 feet of the subject properties. and signs were posted for the Planning & Development Board and City Commission meeting dates. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)WbandonmentsWBAN 22-001, 002, 003_Staff Report v4.doc Page 540 of 744 The Pierce Abandonments (ABAN 22-001, ABAN 22-002 & ABAN 22-003) Memorandum No. PZ 23-007 Page 3 The applicant has certified that they posted signage and mailed notices in accordance with Ordinance No. 04-007 & 05-004. A summary of the responses received from the City Engineering and Utilities, and the utility companies follows: CITY DEPARTMENTS/DIVISIONS Engineering No objection. Public Works/Utilities No objection with the provision of the necessary easements for the existing or future utilities. Planning and Zoning No objection with conditions (see Exhibit "C" - Conditions of Approval) PUBLIC UTILITY COMPANIES Florida Power and Light No response received as of the date of this report. If easements and relocation of utilities are necessary they will be at the developer's cost. AT&T No response received as of the date of this report. If easements and relocation of utilities are necessary they will be at the developer's cost. Florida Public Utilities No response received as of the date of this report. Comcast: No response received as of the date of this report. Crown Castle Fiber: No response received as of the date of this report. Fibernet Direct: No response received as of the date of this report. Level 3: No response received as of the date of this report. Sprint: No response received as of the date of this report. Hotwire: No response received as of the date of this report. Strome Networks: No response received as of the date of this report. Windstream: No response received as of the date of this report. PBC Traffic Engineering: No response received as of the date of this report. RECOMMENDATION Staff has determined that the three (3) requested abandonments (ABAN 22 - 001, ABAN 22 - 002, & ABAN 22 - 003) would not adversely impact traffic or other City functions and would not adversely impact other adjacent property owners. Based on the above -analysis, staff has determined that the subject right-of-way and alley segments no longer serve a public purpose other than retention of necessary utility easements and therefore recommends APPROVAL of the requests, subject to the attached conditions (see Exhibit C - Conditions of Approval). Any conditions requested by the Planning and Development Board or required by the Commission will be placed in Exhibit C. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)WbandonmentsWBAN 22-001, 002, 003_Staff Report v4.doc Page 541 of 744 Page 542 of 744 Page 543 of 744 SHEET 1 OF 2 SKETCH AND DESCRIPTION LEGAL DESCRIPTION: Exhibit "B"- 1 of 6 ABAN 22 - 001 A PARCEL OF LAND BEING A PORTION OF THE 20 FEET WIDE ALLEYWAY IN BLOCK 1, ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED N89°4841"E ALONG THE NORTH LINE OF SAID ALLEYWAY A DISTANCE OF 225.00 FEET; THENCE S01 °22'36"E LEAVING SAID NORTH LINE A DISTANCE OF 20.00 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF LOT 12, SAID BLOCK 1, THENCE PROCEED S89.4841 "W ALONG THE SOUTH LINE OF SAID ALLEYWAYA DISTANCE OF 225.00 FEET TO THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET), ALSO BEING THE NORTHWEST CORNER OF LOT 8, BLOCK 1; THENCE PROCEED N01 22'36"W ALONG SAID RIGHT OF WAYA DISTANCE OF 20.00 FEET TO THE SOUTHWEST CORNER OF LOT 7, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 4,500.00 SQUARE FEET. SURVEYORS' NOTES: 1. 1 HEREBY CERTIFY THIS SKETCH AND DESCRIPTION MEETS STANDARDS OF PRACTICE SET FORTH IN RULE 5J-17.050-.052, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO FLORIDA STATUTES. 2. THE SKETCH AND DESCRIPTION AND THE COPIES THEREOF ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OR VERIFIED ELECTRONIC SIGNATURE OF A FLORIDA LICENSED SURVEYOR AND MAPPER.. 3. ADDITIONS OR DELETIONS TO SURVEY MAPS OR REPORTS BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES. 11-03-22 PR VA I L FL x21 °AND MAPPER No. 7211 PR�NCI SURVEYINGINC. SHEET 2 OF 2 EAST BOYNTON BEACH BOULEVARD I CR I :z ml� r a I 01mz I m In I n LOT 7 i LOT 6 0 1 m� BLOCK 1 I BLOCK 1 plrn oy I G) SW CORNER LOT 7, 1 m BLOCK 1 n -mi POINT OF BEGINNING a1 I I L20.0'— Exhibit "B"- 2 of 6 ABAN 22 - 001 RIGHT OF WAY I I I I I LOT5 1 BLOCK 1 I I I I I I 20' PLATTED ALLEYWAY (P.B. 1, PG. 23) i N 89'4841" E 225.00' I LOT BLOCK 1 I I LOT3 BLOCK 1 I I o 1 N o O N 1 O N O W _0� I m I 1 I S89°48'41"W 225.00' I I I I I LOT 1 BLOCK 1 I I I I I I I I I I WEST 1/21 EAST 1/2 LOT 9 I LOT 10 1 LOT 11 1 LOT 12 I LOT 12 BLOCK 1 I BLOCK 1 I BLOCK 1 1 BLOCK 1 1 BLOCK 1 I I I I I I I I I I GRAPHIC SCALE 40 0 20 40 1 INCH = 40 FT. JOB#22-435 Page 545 of 744 ��P� �IPIC�IPAL IIII�'�III � � VUIII VUIII SURVEYING SNC. 4546 CAMBRIDGE STREET WEST PALM BEACH, FL 33415 PHONE 833.478.7764 / FAX 561.478.1094 VWVW.PMSURVEYING.NET GRAPHIC SCALE 40 0 20 40 1 INCH = 40 FT. JOB#22-435 Page 545 of 744 SHEET 1 OF 2 SKETCH AND DESCRIPTION LEGAL DESCRIPTION: Exhibit "B"- 3 of 6 ABAN 22 - 002 A PORTION OF THE RIGHT OF WAY OF NE IST AVENUE AS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED ALONG THE NORTH RIGHT OF WAY LINE OF SAID NE 1ST AVENUE N89°48'41 "E A DISTANCE OF 225 FEET TO A POINT BEING THE SOUTHEAST CORNER OF THE WEST! OF LOT 12, BLOCK 1: THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE PROCEED S01 22'36"E A DISTANCE OF 40 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF SAID NE 1ST AVENUE (ALSO BEING THE NORTH LINE OF BLOCK 6); THENCE PROCEED S89°4841" WA LONG SAID SOUTH RIGHT OF WAY LINE A DISTANCE OF 225.00 FEET TO THE NORTHWEST CORNER OF LOT 7 BLOCK 6, ALSO BEING THE INTERSECTION POINT OF THE EAST RIGHT OF WAY LINE OF NE 4TH STREET (PLATTED AS PALMETTO STREET); THENCE PROCEED N01' 2236" ALONG SAID EASTERLY RIGHT OF WAY LINE A DISTANCE OF 40.00 FEET TO THE SOUTHWEST CORNER OF LOT 8, BLOCK 1, ALSO BEING THE POINT AND PLACE OF BEGINNING. CONTAINING 9003.59 SQUARE FEET. SURVEYORS' NOTES: 1. 1 HEREBY CERTIFY THIS 1. THIS SKETCH OF DESCRIPTION MEETS STANDARDS OF PRACTICE SET FORTH IN RULE 5J-17.050-.052, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO FLORIDA STATUTES. 2. THE SKETCH AND DESCRIPTION AND THE COPIES THEREOF ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OR VERIFIED ELECTRONIC SIGNATURE OF A FLORIDA LICENSED SURVEYOR AND MAPPER.. 3. ADDITIONS OR DELETIONS TO SURVEY MAPS OR REPORTS BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES. 08-29-22 PR VA I L FL so NDN a 721 AND MAPPER 7211 PR�NCI SURVEYINGINC. SHEET 2 OF 2 I I I I I LOT 1 BLOCK 1 1 I 1 SW CORNER JOT 8, BLOCK 1 I {-20.0' � rV11V1 VI UL VIIV z 0 I N O N m z Im n Exhibit "B"- 4 of 6 ABAN 22 - 002 I I I I I I I I I I I I I I I I I I I I WEST 1/21 EAST 1/2 LOT9 I LOT 10 1 LOT 11 1 LOT 12 1 LOT 12 1 BLOCK 1 1 BLOCK 1 1 BLOCK 1 1 BLOCK 11 BLOCK 1 1 I I I I I I I I I I I RIGHT OF WAY N 89°48'41" E 225.00' c„ NE 1 st_AVENUE_ CENTERLINE 40' PLATTED RIGHT OF WAY w o O S89'48'41" W 225.00' m _ RIGHT OF WAY m lr I I I I I o,om I I I m ic -'o '=E�r! LOT 1 LOT 1 LOT 1 LOT4 1 LOTS 1 n cBLOCK 6 1 BLOCK 6 1 BLOCK 6 1 BLOCK 6 I BLOCK 6 1 o Imp I I I I I �m I I I I I —{ I m o m I I I I I :7- < I I I I I I I I I 4546 CAMBRIDGE STREET WEST PALM BEACH, FL 33415 PHONE 833.478.7764 / FAX 561.478.1094 VVWW.PMSURVEYING.NET JOB#22-435 Page 547 of 744 SHEET 1 OF 2 SKETCH AND DESCRIPTION LEGAL DESCRIPTION: Exhibit "B"- 5 of 6 ABAN 22 - 003 A PORTION OF THE 20'ALLEYWAYAS SHOWN ON ORIGINAL TOWN OF BOYNTON, ACCORDING TO THE MAP OR PLAT THEREOFAS RECORDED IN PLAT BOOK 1, PAGE 23, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 6, SAID PLAT OF ORIGINAL TOWN OF BOYNTON, PROCEED THENCE ALONG THE NORTH LINE OF SAID ALLEYWAY, ALSO BEING THE SOUTH LINE OF SAID BLOCK 6, N89°4659"E A DISTANCE OF 335.02 FEET TO A POINT 10 FEET WEST OF THE PLATTED WEST RIGHT OF WAY OF FEDERAL HIGHWAY (US HIGHWAY NO. 1), SAID POINT BEING THE WEST RIGHT OF WAY LINE OF SAID FEDERAL HIGHWAY PER F.D.O. T. R/W MAP SECTION 93010-2501, SHEET 4 OF 10; THENCE PROCEED ALONG SAID RIGHT OF WAY LINE S01 °22'36"E A DISTANCE OF 20.00 FEET TO A POINT ON THE SOUTH LINE OF SAID ALLEYWAY,- THENCE PROCEED ALONG SAID SOUTH LINE S 89°46'59"WA DISTANCE OF 335.02 FEET TO A POINT 5.00 FEET EAST OF THE WEST LINE OF SAID BLOCK 6; THENCE PROCEED N01 °22'36"WA DISTANCE OF 20.00 FEET TO THE POINT AND PLACE OF BEGINNING. CONTAINING 6700.30 SQUARE FEET. SURVEYORS' NOTES: 1. 1 HEREBY CERTIFY THIS 1. THIS SKETCH OF DESCRIPTION MEETS STANDARDS OF PRACTICE SET FORTH IN RULE 5J-17.050-.052, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO FLORIDA STATUTES. 2. THE SKETCH AND DESCRIPTION AND THE COPIES THEREOF ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OR VERIFIED ELECTRONIC SIGNATURE OF A FLORIDA LICENSED SURVEYOR AND MAPPER.. 3. ADDITIONS OR DELETIONS TO SURVEY MAPS OR REPORTS BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES. 08-29-22 PR VA I L FL so NDN a 721 AND MAPPER 7211 PR�NCI SURVEYINGINC. SHEET 2 OF 2 I I 20.0' I I I I I I I I I I I I I I SW CORNER LOT 7, I c'A BLOCK 6 1 z] POINT OF COMMENCEM P LOT 7 I LOT 6 1 r- a BLOCK 6 1 BLOCK 6 I m P01 IIT OF BEGINNI ( �z �m a a N 89'4659" E 5.00' rM zo I I C/:) a I I � to,^; I I s 5dto w I I m 0� y :� LOT 8 LOT9 BLOCK 6 1 BLOCK 6 1 I I I I I I I I I I I I I I I I I I I I I I I I I I L ------I------- I I Exhibit "B"- 6 of 6 ABAN 22 - 003 LOT5 j LOT4 j LOT3 j LOT2 BLOCK 6 1 BLOCK 6 1 BLOCK 6 1 BLOCK 6 N89 -46'59"E 335.02' 20' PLATTED ALLEYWAY (P.B. 1, PG. 23) S 89'4659" Wl 335.02' LOT 10 BLOCK 6 LOT 11 BLOCK 6 MERIDIAN SURVEYINGINC. LOT 12 BLOCK 6 LOT 13 BLOCK 6 I 50.0 I I O cl I ; � I ; I I � , I I I Irn m 0 LOT 1 BLOCK 6 1 c„ 2 ION E9Z , m m n I C) Z I� I C I co O LOT 14 I y BLOCK 6 I I m = On I �a mID I I c) -i I o n I I cz�o O -i ml �IZZ 0 I N N N O � O GRAPHIC SCALE 1 INCH = 60 FT. JOB#22-435 Page 549 of 744 EXHIBIT "C" Conditions of Approval Project Name: The Pierce File number: ABAN 22-001, ABAN 22-002, & ABAN 22-003 Reference: 41h review of plans identified as a New Maior Site Plan and New Master Plan with a January 10, 2023 Planning and Zoning Department date stamp marking. DEPARTMENTS INCLUDE REJECT ENGINEERING / PUBLIC WORKS / FORESTRY / UTILITIES Comments: No comments of abandonment requests X PLANNING AND ZONING Comments: 1. Final approval and recordation of the abandonments are contingent on the submittal of a building permit for the residential X building associated with the New Major Site Plan application (NWSP 22-004). 2. Clarify discrepancy of five (5) foot wide portion of land along the southern boundary of NE 1St Ave to be abandoned. The legal sketch for the subject area illustrates 40ft wide right-of-way for X abandonment; however, the Palm Beach Property Appraiser GIS map shows a right-of-way width of 45 feet. 3. Provide consent letters from applicable public utility companies including the City's Utility Department of each abandonment X request. If easements and/or relocation of utilities are required it will be at the sole cost of the developer. 4. Continue to work with adjacent property owners of the X abandonment requests. UTILITY PROVIDERS Comments: Pending for determination or approval. X PLANNING & DEVELOPMENT BOARD CONDITIONS Comments: No comments CITY COMMISSION CONDITIONS S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (flea 115 N Federal Hwy)Wbandonments\Exhibit C - COA_ABAN 22-001, 002, 003-CC1.doc Page 550 of 744 The Pierce Abandonments (ABAN 22-001, ABAN 22-002, & ABAN 22-003) Conditions of Approval Page 2 of 2 DEPARTMENTS INCLUDE REJECT Comments: To be determined ADDITIONAL REPRESENTATIONS / COMMITMENTS The applicant or applicant's representatives made the following representations and commitments during the quasi-judicial and/or public hearings that now constitute binding obligations of the applicant. The obligations have the same weight as other conditions of approval. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (flea 115 N Federal Hwy)Wbandonments\Exhibit C - COA_ABAN 22-001, 002, 003-CC1.doc Page 551 of 744 Exhibit DA Justification Statement- The Pierce, North Alley Abandonment This application for Abandonment is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. Applications for Rezoning, New Master Plan, New Major Site Plan, Community Design Appeal, and two other Abandonments are being submitted concurrently. Applicant requests abandonment of a portion of the North Alley as shown in the enclosed sketch and legal description. This request to abandon a portion of the North Alley meets the review criteria specified in Section 2.G.3 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II as follows: a. Access The subject land does not contain a legal means of access to a lot of record, subdivision, or development. The abandonment would not cause or result in any permanent stoppage, interruption, or unacceptable level of service for the subject lot or on neighboring lots with respect to police, fire, or other emergency services, or solid waste removal. There is an existing 6 -inch sewer main to remain and a 12 -foot easement will be provided. b. Utilities The subject land does not contain, support, or allow potable water, sanitary sewer, or any other utility (e.g., cable, telephone, electricity, gas, etc.) which would be permanently stopped or interrupted, or which would cause an unacceptable level of service to the subject lot or neighboring lots, subdivisions, or developments. c. Drainage and Wastewater Management The subject land does not contain, support, or allow a legal means of drainage or wastewater management for such lot or on neighboring lots, subdivisions, or developments which would cause or result in a stoppage, interruption, or unacceptable level of service. d. Conservation The subject land does not contain, support, or allow the means of conservation or preservation of flora or fauna. Page 552 of 744 Exhibit D.2 Justification Statement- The Pierce, NE First Avenue Abandonment This application for Abandonment is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce, Applications for Rezoning, New Master Plan, New Major Site Plan, Community Design Appeal, and two other Abandonments are being submitted concurrently, Applicant requests abandonment of a portion of the Right of Way of NE First Avenue as shown in the enclosed sketch and legal description. This request to abandon a portion of NE First Avenue meets the review criteria specified in Section 2.G.3 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article 11 as follows: III@ III I IIII !III ��I 11111 111 111 The abandonment would not cause or result in any permanent stoppage, interruption, or unacceptable level of service for the subiect lot or on in lots with resXtct1Q-Xoltce- flr�Tmw4wjMaiTq, services, or solid waste removal. The subject land does not contain, support, or allow potable water, sanitary sewer, or any other utility (e.g., cable, telephone, electricity, gas, etc.) which would be permanently stopped or interrupted, or which would cause an unacceptable level of service to the subject lot or neighboring lots, subdivisions, or developments. c. Drainage and Wastewater Management The subject land does not contain, support, or allow a legal means of drainage or wastewater management for such lot or on neighboring lots, subdivisions, or developments which would cause or result in a stoppage, interruption, or unacceptable level of service. 1JOBBIRAN-W, The subject land does not contain, support, or allow the means of conservation or preservation of flora or fauna. Page 553 of 744 Exhibit D.3 Justification Statement- The Pierce, South Alley Abandonment This application for Abandonment is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. Applications for Rezoning, New Master Plan, New Major Site Plan, Community Design Appeal, and two other Abandonments are being submitted concurrently. Applicant requests abandonment of a portion of the South Alley as shown in the enclosed sketch and legal description. This request to abandon a portion of the South Alley meets the review criteria specified in Section 2.G.3 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II as follows: a. Access The subject land does not contain a legal means of access to a lot of record, subdivision, or development. The abandonment would not cause or result in any permanent stoppage, interruption, or unacceptable level of service for the subject lot or on neighboring lots with respect to police, fire, or other emergency services, or solid waste removal. b. Utilities The subject land does not contain, support, or allow potable water, sanitary sewer, or any other utility (e.g., cable, telephone, electricity, gas, etc.) which would be permanently stopped or interrupted, or which would cause an unacceptable level of service to the subject lot or neighboring lots, subdivisions, or developments. c. Drainage and Wastewater Management The subject land does not contain, support, or allow a legal means of drainage or wastewater management for such lot or on neighboring lots, subdivisions, or developments which would cause or result in a stoppage, interruption, or unacceptable level of service. d. Conservation The subject land does not contain, support, or allow the means of conservation or preservation of flora or fauna. Page 554 of 744 Justification Statement- The Pierce, NE First Avenue Abandonment This application for Abandonment is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce, Applications for Rezoning, New Master Plan, New Major Site Plan, Community Design Appeal, and two other Abandonments are being submitted concurrently, Applicant requests abandonment of a portion of the Right of Way of NE First Avenue as shown in the enclosed sketch and legal description. This request to abandon a portion of NE First Avenue meets the review criteria specified in Section 2.G.3 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article 11 as follows: III@ III I IIII !III ��I 11111 111 111 The abandonment would not cause or result in any permanent stoppage, interruption, or unacceptable level of service for the subiect lot or on in lots with resXtct1Q-Xoltce- flr�Tmw4wjMaiTq, services, or solid waste removal. The subject land does not contain, support, or allow potable water, sanitary sewer, or any other utility (e.g., cable, telephone, electricity, gas, etc.) which would be permanently stopped or interrupted, or which would cause an unacceptable level of service to the subject lot or neighboring lots, subdivisions, or developments. c. Drainage and Wastewater Management The subject land does not contain, support, or allow a legal means of drainage or wastewater management for such lot or on neighboring lots, subdivisions, or developments which would cause or result in a stoppage, interruption, or unacceptable level of service. 1JEUBIRAN-W, The subject land does not contain, support, or allow the means of conservation or preservation of flora or fauna. Page 555 of 744 E:M" Public Hearing - None 3/9/2023 Requested Action by Commission: Approval of Variance (ZNCV 23-002) of Part 111, Chapter 4, Article 11, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Explanation of Request: The applicant is requesting approval to provide a landscape buffer that varies from a minimum width of five (5) feet to a maximum width of eight (8) feet along the east property line in lieu of the required twelve (12) foot landscape buffer required by code, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Within this reduced buffer, the applicant proposes a number of silver buttonwood canopy trees and sabal palm trees in excess of the code requirement with frog fruit groundcover. The first floor of the parking garage's east facade is pulled back approximately 6' 6" to provide landscaping consisting of a continuous red tip cocoplum shrub with frog fruit groundcover underneath the 2nd floor building overhang. The upper floors of the parking garage are proposed to extend over this landscaped area and will be supported by columns placed within the required twelve (12) foot wide landscape buffer. Staff has determined that there are possible design solutions that would eliminate the need for the requested relief and recommends DENIAL of the request. The Planning & Development Board recommended APPROVAL of this request during the November 29th, 2022 meeting. How will this affect city programs or services? This will not affect City programs or services. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: Staff recommends DENIAL of this variance request, based on the following justification: 1. The parking garage and development will be newly constructed, which provides the applicant the ability to reduce the overall size and intensity of the development where necessary which in turn reduces the number of required parking spaces and overall size of the parking garage, which would allow the provision for an adequate landscape buffer. Staff notes that there are possible design solutions that would eliminate the need for the requested relief. 2. That the special conditions and circumstances as described in this report are not peculiar to the land, structure, or building involved, and are applicable to other lands, structures or buildings in the same zoning district. 3. That granting the variance can confer a special privilege that would be denied to other lands, buildings, or structures located within the same zoning district. Should the City Commission choose to approve the project, staff recommends the following condition(s) of approval: The east facade of the parking garage should incorporate a green wall treatment to further reduce the Page 556 of 744 visual impact of the proposed building. 2. Provide enhanced pedestrian connectivity through the garage to ensure the safe flow of pedestrians throughout the site. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type D Staff IIRE)p.:irt D 1:::::.xhilbit D 1:::::.xhilbit D 1:::::.xhilbit D Coindliflioir s of Ippirovaill D ffaclhtirTIENI'lt D ffaclNrTIENI'lt Description Staff IIRE)p .:ir t Exhibit A 1.....oca bola li Map Exhibit IB JLAa tiflicaflioin Sfa tE)irTIENI':f Exhibit C PirOOICt IRains Exhibit ID Coindliflioirs of IppirovaIll Appicair:f IFlirasa .Nauta bola Staff IFlirE)SE)irnta bola Page 557 of 744 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-002 STAFF REPORT To: Chair and Members, Planning and Development Board Thru: Amanda B. Radigan, AICP Planning and Zoning Director From: Craig Pinder, Planner II Date: November 29, 2022 Project: The Pierce — 101 N Federal Highway Variance (ZNCV 23-002) Requests: Relief from Part III, Chapter 4, Article II, Section 4.B.3.c— Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. BACKGROUND The subject property is an assemblage of parcels totaling approximately 3.01 acres generally located south of E Boynton Beach Boulevard, north of E Ocean Avenue, west of N Federal Highway, and east of NE 4th Street within the Downtown Transit Oriented Development District and Urban Commercial District Overlay. Proposed on this assemblage of parcels is "The Pierce", a planned mixed-use development currently under review for several concurrent applications, including a New Master Plan, New Site Plan, Rezoning, and three (3) Abandonments. The development proposal includes 301 dwelling units, approximately 17,556 square feet of commercial space (restaurants, retail, and offices), private and public open spaces including public plazas, and an eight (8) floor freestanding parking garage approximately 74' 6" in height (Exhibit C — Project Plans — Elevations — Parking Garage). Pursuant to Part III, Chapter 4, Article II, Section 4.3.c, the project is required to provide an Urban Landscape Buffer (Type 2) along the east side of the freestanding parking garage, which includes a minimum twelve (12) foot wide landscape buffer, comprised of trees, hedges, shrubs, and a six (6) foot tall masonry wall. The landscape buffer is intended to provide adequate buffering between the proposed freestanding parking garage and 209 N Federal Highway, known as The Boardwalk Italian Ice & Creamery, a one-story building approximately 8'-6" in height. PROPOSAL The applicant proposes to provide a landscape buffer that varies from a minimum width of five (5) feet to a maximum width of eight (8) feet along the east property line in lieu of the required twelve Page 558 of 744 (12) foot landscape buffer required by code. Within this reduced buffer, the applicant proposes a number of silver buttonwood canopy trees and sabal palm trees in excess of the code requirement with frog fruit groundcover. The first floor of the parking garage's east fagade is pulled back approximately 6' 6" to provide landscaping consisting of a continuous red tip cocoplum shrub with frog fruit groundcover underneath the 2nd floor building overhang. The upper floors of the parking garage are proposed to extend over this landscaped area and will be supported by columns placed within the required twelve (12) foot wide landscape buffer. ANALYSIS The City Commission has the authority and duty to authorize upon appeal such variance from the terms of a city ordinance as will not be contrary to the public interest when, owing to special conditions, a literal enforcement of the provisions of the city ordinance would result in unnecessary and undue hardship. In order to authorize any variance from the terms of an ordinance, the applicant must demonstrate that the request meets the following criteria (a -g). The applicant's justification and response to these criteria is attached (see Exhibit B - Justification Statement). a. That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. There are no existing special conditions or circumstances which are peculiar to the land or structure, as the proposed development will be newly -constructed upon an assemblage of parcels that share similar characteristics and challenges of comparable parcels located elsewhere within the downtown. The proposed parking garage has been designed to meet the minimum dimensional standards for parking structures, however, the garage is proposed to encroach up to seven (7) feet into the required twelve (12) foot wide landscape buffer. The applicant states that locating the parking garage on the assemblage of parcels between E Ocean Avenue and NE 1St Avenue with the mixed-use building would eliminate and/or negatively impact the commercial uses and outdoor public spaces proposed along the Ocean Avenue and NE 4th Street corridors. Additionally, pedestrian circulation, courtyards, and private outdoor amenities for the future residents would also be impacted. The proposed central location assists in maintaining pedestrian connectivity between the proposed restaurant to the north end of the site and the proposed commercial uses to the south end of the site, promotes activation of E Ocean Avenue and NE 4th Street, and assists with effectively concealing the loading dock and back of house functions for the mixed-use building. b. That the special conditions and circumstances do not result from the actions of the applicant. The request for a reduction in the width of the required landscape buffer from twelve (12) feet to seven (7) feet and the elimination of the requirement to provide a six (6) foot masonry wall is the direct result of the proposed footprint of the parking garage. Staff notes that there are possible design solutions that would eliminate the need for the requested relief. However, as noted in the response to criteria `a' above, the applicant reduced the footprint of the parking garage to be designed as small as possible while maintaining the necessary Page 559 of 744 dimensional standards required for parking structures, including minimum drive aisle widths and parking stall dimensions, and provides the minimum number of parking spaces required for the proposed site plan. In addition, the applicant proposes to pull back the exterior wall approximately six and one-half feet (65) on the ground floor to provide landscaping underneath the building overhang. The applicant also states that additional trees would be provided above the code requirement in an effort to minimize the impact of the reduced landscape buffer. c. That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. As described in response to criteria "a", the parking garage is proposed on an assemblage of parcels that share similar challenges and characteristics of comparable parcels located elsewhere within the downtown. Granting the variance requested can be interpreted as granting a special privilege. The applicant states that the proposed location of the parking garage will allow for a mix of commercial and residential uses to front the main thoroughfares (N Federal Highway, E Ocean Avenue, and NE 4th Street), maximize pedestrian connectivity, optimize open space amenities (including public plazas and private residential amenities), and create an interconnected development that ties the residential building, parking garage, and the commercial spaces together. In addition, as mentioned above, the parking garage is designed to be as small as possible while meeting all dimensional standards and minimum parking requirements. d. That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. Literal interpretation of the provisions of the ordinance would not deprive the applicant of rights or cause undue hardship. However, the applicant states that the proposed size and location of the parking garage was determined to be the most suitable area for the development to activate the main thoroughfares with commercial spaces of sufficient size to attract desirable tenants and to provide dwelling units to support the commercial uses. Per the applicant's justification, the proposed project would not be developable without the approval of this variance as it would not be possible to fit the proposed garage on the site. e. That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. As previously mentioned, the applicant has requested a variance of seven (7) feet from the required twelve (12) foot landscape buffer and elimination of the required six (6) foot tall masonry wall, which is the minimum required to construct the parking garage. Per the applicant's proposal, the provided landscape buffer will be fully landscaped with a combination of trees, shrubs, and groundcover identified earlier in this report. As noted in the applicant's justification, the inclusion of the six (6) foot tall masonry wall would result in concealed areas that can create public safety concerns on the east side of the parking garage. As such, providing relief for the wall is necessary to maintain a safe environment. Page 560 of 744 f. That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. Granting the variance would still allow the intent of the ordinance to be maintained. Landscape buffers are generally intended to reduce the visual impact of the difference in development intensity and building height, provide distance between neighboring properties to mitigate noise and odors, increase the durability of landscape material in order to withstand environmental hazards, and improve the aesthetic appearance of developments through landscaping that helps to enhance the natural and built environment. As noted above, the applicant proposes to provide additional trees to exceed the minimum code requirement, and will provide groundcover in addition to the row of continuous shrubs required by code. CONCLUSIONS / RECOMMENDATION Staff recommends DENIAL of this variance request, based on the following justification: 1. The parking garage and development will be newly constructed, which provides the applicant the ability to reduce the overall size and intensity of the development where necessary which in turn reduces the number of required parking spaces and overall size of the parking garage, which would allow the provision for an adequate landscape buffer. Staff notes that there are possible design solutions that would eliminate the need for the requested relief. 2. That the special conditions and circumstances as described in this report are not peculiar to the land, structure, or building involved, and are applicable to other lands, structures or buildings in the same zoning district. 3. That granting the variance can confer a special privilege that would be denied to other lands, buildings, or structures located within the same zoning district. Should the Planning & Development Board or City Commission choose to approve the project, staff recommends the following condition(s) of approval: 1. The east fagade of the parking garage should incorporate a green wall treatment to further reduce the visual impact of the proposed building. 2. Provide enhanced pedestrian connectivity through the garage to ensure the safe flow of pedestrians throughout the site. Any additional conditions of approval added by the Planning & Development Board or the City Commission will be placed in Exhibit "D" — Conditions of Approval. Page 561 of 744 S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\Staff Reports\ZNCV 23-002\Staff Report.docx Page 562 of 744 EXHIBIT "A" - LOCATION MAP Page 563 of 744 C° X Ih...0 � [ 3� �. J U S U � II: � CA U � 0 [ S U EE M EE [ ..0 Project Narrative- The Pierce, Variance This application for Variance is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. The Pierce is a planned 301 -unit apartment building in East Boynton Beach with state-of-the-art amenities, secure parking, interactive public spaces, restaurant, retail and office use, and public parking. Pursuant to Section 2.1) of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article 11, this application would seek approval to allow for a reduction in the landscape buffer on the east side of the parking garage that would otherwise be required by Section 4 of Part II, Chapter 4, Article II of the Land Development Regulations. This location requires an Urban Landscape Buffer (Type 2), which would require a minimum buffer width of twelve (12) feet. In addition, it would require a six (6) foot masonry buffer wall. The variance request is for a reduction in buffer and elimination of the masonry wall. The proposed site plan, enclosed with this submittal, would provide a minimum of five (5) feet of landscape buffer, with some areas providing up to eight (8) feet. Additional landscaping will be provided adjacent to the landscape buffer under the building overhang. When added together, the landscape buffer and adjacent additional landscaping under the overhang will add up to a minimum of twelve (12) feet with some areas adding up to almost fifteen (15) feet. The five (5) to eight (8) feet of buffer, in conjunction with the additional landscaping under the building overhang, will sufficiently buffer the east facade of the garage to meet the intent of the code. The additional landscaping utilizes the same requirements of the Urban Landscape Buffer (Type 2). The overhang is at thirteen (13) feet above grade, which will provide for sufficient sunlight for the landscaping. Although not counted towards the buffer calculation, this additional landscaping will contribute to the buffering as intended by the code. The proposed landscape buffer composition reflects an increase above the landscape zoning requirements with four (4) foot red tip cocoplum hedges, silver buttonwood trees and sabal palm trees alternating that are spaced at smaller intervals than code (7'-6" as compared to 20' per code), and approximately eight (8) feet of frogfruit groundcover. With a site of this configuration, the design team was challenged to find a suitable location for the garage that would reduce to the maximum extent possible the impact on pedestrian activity and access to the project site. With a "four-sided" site of pedestrian activation, the design team reviewed many configuration options, but the proposed location was found to be the only suitable location. This is the only location where the garage will not negatively impact pedestrian connectivity and where loading and back of house activities are best removed from the pedestrian realm. It is the only location that will allow for garage entry and exit outside of the active areas that pedestrians will frequent, namely the Ocean Avenue and 4' Street retail areas. Centering the garage in the middle of the site would all but eliminate the public plaza spaces and public seating areas for restaurants. In addition to maximizing these areas, the proposed location also avoids the appearance of a "superblock" monolithic structure which would feel out of scale with the context. With its proposed placement and configuration, the multifamily building is allowed to have courtyard areas for public and private enjoyment as well as active retail spaces at the most desirable locations on the site (which are likely to succeed and not become vacant unrentable space). The garage also has a proposed Page 564 of 744 The Pierce- Variance P i & c 12 connection bridge on every floor to the multi -family building. This creates an inviting drop off entry experience for residents and the public and allows for almost complete concealment of the necessary refuse areas and loading docks. Additionally, the garage location and the placement of elevators allows for easy public access to the proposed Hurricane Alley restaurant along Boynton Beach Boulevard. The garage size is the smallest it can be to serve the development in terms of size, parking space count, and height. When the design team explored other options, they would have not only created very tall monolithic streetwalls along 4th Street and Ocean Avenue, but also would have eliminated the inviting drop off area as currently shown on the plans. Under the Land Development Regulations, a Variance is intended to provide an efficient relief process to allow for deviations from certain requirements and standards of Chapter 3 and Chapter 4 of the Land Development Regulations. The intent is to allow for a departure from the Code upon demonstrations that the subject request satisfactorily addresses the review criteria contained herein, and without the necessity of amending the regulation or rezoning the property to accommodate the requested relief. The City Commission has the authority and duty to authorize, upon appeal, such a variance from the terms of a city ordinance as will not be contrary to the public interest when, owing to special conditions, a literal enforcement of the provisions of the ordinance would result in unnecessary and undue hardship. Applicability Applicant requests a deviation from a quantifiable standard, measure or regulation. In addition, there is no other relief process available and no nonconforming use of neighboring lands, structures, or buildings in other zoning districts is offered as consideration for grounds for the authorization of the variance. Accordingly, the variance process shall be available to Applicant. Review Criteria The application meets the review criteria specified in Section 4 of Chapter 2, Article II as follows: a. Special conditions and circumstances exist which are peculiar to the land, structure or building involved, and which are not applicable to other lands, structures or buildings in the same zoning district. Given the configuration of the site as well as the "four-sided" pedestrian activation, the proposed location for the garage is the only suitable location that would avoid negative impacts on pedestrian activity and access. The central location of the garage within the project helps evenly disburse people to the various uses within the project. Without the parking garage in this location, the site would have pedestrian connectivity issues and the development would struggle to activate Ocean Avenue, Federal Highway, and Boynton Beach Boulevard. In addition, the specifics of the land are such that the proposed location is necessary to provide for the proposed public and private courtyard areas as well as to maximize retail uses in the most desirable locations. It is also necessary to allow for the proposed connection bridge on every floor of the garage to the multi -family building, which both contributes to an inviting drop off entry experience and allows for maximum concealment of the refuse and loading dock areas. The garage was designed to be as small as possible, but the conditions and circumstances are such that the variance is required. It is the only option available for the site that promotes pedestrian activation, retail Page 565 of 744 The Pierce- Variance P �i g c 13 activity, courtyard areas, an inviting drop off area, and easy public access to the proposed Hurricane Alley restaurant along Boynton Beach Boulevard. b. Special conditions and circumstances do not result from the actions of Applicant. As described above, the conditions and circumstances of the site are such that the variance is necessary to locate the garage in the proposed location, which is the only possible location to provide the desired pedestrian circulation, courtyard areas, retail uses, and connectivity. The feasibility of the project depends upon incorporating the multi -family building, commercial space, and a garage with sufficient parking capacity into the site. Attracting the best possible tenants and generating the revenue needed to support the project require locating the commercial uses on the main thoroughfares, which then requires the parking garage to be in this location. The variance is necessary to avoid hardship to the Applicant due to conditions of the site beyond Applicant's control. In addition to the required location of the garage as described above, providing the masonry wall as specified in the code would have the effect at this location of creating concealed areas that would create public safety concerns. With the landscaping, although the buffer itself would be under the code minimum through the grant of a variance, additional landscaping will be provided under the building overhang and additional trees will be provided as well. Although the variance is necessary, Applicant has made every effort to minimize the impact. c. Granting the variance will not confer on Applicant any special privilege that is denied by this section to other lands, structures or buildings in the same zoning district. As described above, this is the only location possible for the garage given the site considerations. The project meets code as to other requirements and provides sufficient open space as an overall development. The location of the garage is necessary to promote commercial uses and maximize pedestrian connectivity. There will be a striped walkway within the garage to the main entrance of the multi -family development connecting sidewalks to Federal Highway. Additionally, a public elevator will be located in the northwest corner closest to Hurricane Alley and the 4' Street retail uses. The overall impact of the variance will be to promote the type of development that is contemplated for the zoning district. The garage location, which requires this variance, will allow for a mix of commercial and residential uses, an optimal pedestrian environment, and well -located courtyard spaces, in tune with the intent of the zoning district. It will create an interconnected development that ties the residential building, the parking garage, and the commercial spaces together. d. Literal interpretations of the provisions of the ordinance would deprive Applicant of rights commonly enjoyed by other properties in the zoning district under the terms of the ordinance and would work unnecessary and undue hardship on Applicant. Applicant could not develop the proposed project without this variance as it would not be possible to fit the proposed garage on the site without this variance. e. The variance granted is the minimum variance that will make possible reasonable use of the land, structure or building. The variance is required for the placement of the garage in the only location that will allow for the residential and commercial uses to be located on the main thoroughfares. The drive lanes and parking space widths are the smallest allowed by code; accordingly, the garage cannot be reduced in size while still providing the minimum parking necessary to support the development. In some areas, the reduction in buffer is only four (4) feet, and this is not including the additional landscaping to be provided adjacent to the landscape buffer. The reduction from the code minimum of twelve (12) feet is minimized as much as possible. Wherever possible, up to eight (8) feet of landscaping is provided, plus the non -buffer landscaping under the overhang. At this location, a masonry wall would result in Page 566 of 744 The Pierce- Variance P i & c 14 concealed areas that create public safety concerns, so that aspect of the variance related to the wall requirement is the minimum required as well. No other location for the garage is possible if the pedestrian connectivity and promotion of optimum retail locations are to be maintained. Given the specifics of the site, this is the only suitable location for the garage, and the variance is the minimum that would make the development possible. f. Granting of the variance will be in harmony with the general intent and purpose of this chapter and such variance will not be injurious to the area involved or be otherwise detrimental to the public welfare. The location of the garage will allow for better pedestrian connectivity and a greater activation of the thoroughfares. The building is pulled back at the ground floor on the east facade. This area underneath the second floor of the building will have in -ground landscaping in addition to the landscaping that is part of the measured landscape buffer. The project team feels that this solution endeavors to meet the design intent of the Urban Landscape Buffer (Type 2) code requirement. The project will meet the intent of the code and contribute to the neighborhood and the City of Boynton Beach. Page 567 of 744 Xll flll:rll 11 C :lR0JlI::C 11 11:111 A114S I 4 PARKING GARAGE - NORTH ills -1I BU I DING ELEVATION -PARKING GARAGE -EAST -PRESENTATION GARAGE -EAST 3 PARKING GARAGE All", 14,11 —44 i—kk -E-t ... . . ... .. ........... ........... k, oti AAFFILIATED ,@,"RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE 0 H 1-1 0 �02 ELEVATIONS- LEVATIONS- ....., 0 —PARKINGGARAGE — Jite Plan / Location Map /Northwest Gorvler - Landscape Plan 7—".77 scan IN FEET O' 16' 32' 48' :4 AFFILIATED ©RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE ARCHITECTURAL SITE PLAN & SITE DATA 3 SPA HURRICANE ALLEY MEZZANINE I'll -, 2 SPA OCEAN EATERY ROOFTOP PLAN 2 I'll -, .� SPA LEVEL 02-07 1116-11 AFFILIATED ©RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE ,o, �,EOEAA��wr eovxrox er�cx,4�ms 2ND -7TH FLOOR PLAN EXHIBIT "D" Conditions of Approval Project Name: The Pierce — 101 N Federal Hwy File number: ZNCV 23-002 Reference: DEPARTMENTS INCLUDE REJECT PLANNING AND ZONING Comments: 1. The east fagade of the parking garage should incorporate a green X wall treatment to further reduce the visual impact of the proposed building. 2. Provide enhanced pedestrian connectivity to ensure the safe flow X of pedestrians throughout the site. PLANNING & DEVELOPMENT BOARD CONDITIONS 1. Replace the proposed Sabal Palmetto palm trees with tree species X of an appropriate size. 2. Provide a green wall treatment on the east fagade of the parking garage. CITY COMMISSION CONDITIONS Comments: None ADDITIONAL REPRESENTATION / COMMITMENTS 3. The applicant or applicant's representatives made the following representations and commitments during the quasi-judicial and/or public hearings that now constitute binding obligations of the applicant. The obligations have the same weight as other conditions of approval. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\Staff Reports\ZNCV 23-002\Exhibit D - Conditions of Approval.doc Page 572 of 744 LLJERCE P � Page 573 of 744 Page 574 of 744 Page 575 of 744 Development Details The Pierce will be a mixed-use development featuring an eight -story multifamily building containing approximately 301 residential units, with a public/private parking structure giving residents access to each floor through a common corridor. The total development project will consist of over 16,800 SF of multi- faceted commercial, retail, office, and restaurant space. The Pierce is a transit -oriented development with mixed -income workforce housing apartments. The mixed -income approach fosters a healthy, diverse urban environment, providing a luxury living experience at an attainable rate. The Pierce will offer a distinctive and preeminent living option to the East Boynton Beach neighborhood, one that embraces the unique personality of the area. AF.EFI�IAT_ED 100-� D E V E L O P M N T ■ -301 residential units ■ Approximately 17,000 SF of Multi -faceted Commercial Space ■ 3 on-site Restaurants with frontage on main thoroughfares ■ NEWLY located Hurricane Alley Restaurant ■ 5,100 SF of Office/Retail Space ■ Seamless connection with Dewey Park ■ Enhanced Pedestrian Experience ■ City Bike Share Area ■ Secure Public/Private Garage ■ Gated access to resident parking area ■ EV Charging Stations ■ NGBS Certified Buildings ■ Co -"Werk" Lounge ■ State of the art Fitness Facility ■ Parcel Delivery Room ■ Resident Bike Storage ■ Gated Off -Leash Dog Park ■ Rooftop Clubroom ■ Resort Style Pool ■ Private Cabanas ■ BBQ Area ■ Private Pickleball Court & Outdoor Fitness Area ■ -579 spaces ■ 72' to top deck in height ■ 8 levels of public/private parking ■ Metal mesh material on portion of garage to feature art piece ■ Concealed ramp ■ Motorcycle parking Page 577 of 744 Page 578 of 744 Page 579 of 744 Page 580 of 744 Page 581 of 744 Criteria a) That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. b) That the special conditions and circumstances do not result from the actions of the applicant. c) That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. d) That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. e) That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. f) That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. 100D EVE L AFF_I_PL.IAT_E_D NT 'PIERCE -1%.OME Page 583 of 744 Page 584 of 744 1. Zoning Code Variance (ZNCV 23-002) Relief from Part III, Chapter 4, Article 11, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Page 585 of 744 The Pierce is under review for several concurrent application requests including: ❑ Major Master Plan ❑ Major Site Plan ❑ Rezoning ❑ Three (3) Abandonments ❑ Relief Applications: ■ Community Design Appeal Application for the North Elevation of the Parking Garage; ■ Community Design Appeal Application for the West Elevation of the Parking Garage; ■ Community Design Appeal Application for the South Elevation of the Parking Garage; ■ Community Design Appeal Application for the East Elevation of the Parking Garage; ■ Variance Application for relief from the Urban Landscape Buffer Type 2 requirements. Page 586 of 744 Proposal includes: ❑ An eight (8) floor mixed-use building with: ■ Approximately 17,500 SF of commercial space (restaurants, office, and retail) ■ 301 dwelling units including workforce housing ■ A freestanding parking garage ■ Private and public open spaces Freestanding Parking Garage Details: A total of eight (8) floors of parking Approximately 74'6" in height 567 parking spaces provided within the garage, 585 total on-site As proposed, project requires a total of 569 parking spaces Page 587 of 744 Page 588 of 744 Page 589 of 744 ❑ Part III, Chapter 4, Article II, Section 4.3.c requires an Urban Landscape Buffer (Type 2) along the east side of the parking garage. 12'— 15' in width ■ Include a 6' tall masonry wall Page 590 of 744 Page 591 of 744 Landscape buffer required I I Reduced landscape buffer proposed within this approximate area I within this approximate area Page 592 of 744 .... . . . . . . ...... . -77 77-7 . ..... .. 11 7 To u n 9 t IA L ly . . ..... .. . .... Page 593 of 744 Page 594 of 744 a uLo wavAuaw - PARKING GARaA5r - Pwsr rariaN _ _aIWkF _k ......... p Page 595 of 744 ❑ That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. ❑ That the special conditions and circumstances do not result from the actions of the applicant. ❑ That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. ❑ That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. ❑ That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. ❑ That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. Page 596 of 744 Staff has reviewed this request for a Variance and recommends DENIAL based on the following justification: The parking garage and development will be newly constructed, which provides the applicant the ability to reduce the overall size and intensity of the development where necessary which in turn reduces the number of required parking spaces and overall size of the parking garage, which would allow the provision for an adequate landscape buffer. 2. That the special conditions and circumstances as described in this report are not peculiar to the land, structure, or building involved, and are applicable to other lands, structures or buildings in the same zoning district. 3. That granting the variance can confer a special privilege that would be denied to other lands, buildings, or structures located within the same zoning district. Page 597 of 744 Should the City Commission choose to approve the project, staff recommends the following condition(s) of approval: ■ The east fagade of the parking garage should incorporate a green wall treatment to further reduce the visual impact of the proposed building. Provide enhanced pedestrian connectivity to ensure the safe flow of pedestrians throughout the site. Page 598 of 744 The project was APPROVED by the Planning & Development Board with the following conditions: ■ Provide a green wall treatment on the east fagade of the parking garage. Replace the proposed Sabal Palmetto palm trees with tree species of an appropriate size. Page 599 of 744 Mw Public Hearing - None 3/9/2023 Requested Action by Commission: Approve request for a New Master Plan (MPMD 22-005) and New Major Site Plan (NW SP 22-004) for The Pierce mixed-use development to allow the construction of an eight (8) -story building with 300 dwelling units, 17,089 square feet of commercial space, associated recreational amenities, and parking on a 3.04 acre site, located generally at the intersection of East Ocean Avenue and North Federal Highway. Applicant: Jeffery Burns, Affiliated Development. Explanation of Request: The Pierce is a proposed mixed-use development that will be situated on 3.04 acres located within the Downtown District as defined by the CRA Community Redevelopment Plan. The project site is an assemblage of properties consisting of eight (8) developed and undeveloped parcels, including one and two-story commercial buildings (retail, restaurant, and offices) and surface parking lots. The applicant is requesting approval of several concurrent applications for the development of The Pierce (see the respective staff reports). The first application, REZN 22-001, is to rezone the property from CBD (Central Business District) to Mixed Use -Core (MU -C). The next two applications, NW SP 22-004 and MPMD 22-005, are for New Major Site Plan and New Master Plan approval, which proposes an 8 -story mixed-use development consisting of approximately 17,089 square feet of ground floor commercial space adjacent to Federal Highway, Ocean Avenue, Boynton Beach Boulevard and NE 4th Street, and a supporting freestanding parking garage with a total of 564 parking spaces. The applicant is also seeking to receive relief from Part 111, Chapter 3, Article 111, Section 6.F.2.c. of the Land Development Regulations which prohibits a freestanding parking garage from fronting an arterial or collector roadway and restricts the maximum height of a freestanding parking garage to 75 feet. The relief applications include, four (4) Community Design Appeal applications (CDPA 22-002, 23-006, 23-007, 23-008) applicable to each elevation of the parking garage, a Height Exception application (HTEX 23-001) for the proposed egress staircase, and a variance (ZNCV 23- 002) for relief from Part 111, Chapter 4, Article 11, Section 4.B.3.c Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Finally, the request includes three (3) applications for abandonments (ABAN 22-001, 22-002, 22-003) to vacate the full length of the alleyway located within the southern section of the site, a portion of NE 1st Avenue, and a portion of the alleyway located within the northern section of the site. The commercial portion of the project totals 17,089 square feet including restaurants, a creative office space, and retail along Federal Highway, Ocean Avenue, and NE 4th Street. Included within the commercial square footage is the relocation of the existing Hurricane Alley Restaurant to the intersection of Boynton Beach Boulevard and NE 4th Street. In addition, a restaurant is proposed to front Ocean Avenue and a cafe is planned to be located adjacent to Dewey Park. The creative office space will have frontage along Federal Highway and the retail space will front NE 4th Street. Of the 300 residential units 201 are one (1) bedroom, 85 are two (2) bedroom, and 14 are three (3) bedroom units. The units range in size from 572 square feet to 1,423 square feet. Each unit also has a balcony or terrace that either faces out towards the street or Dewey Park, or in towards one of the ground floor amenity areas. Relative to the floor area ratio (FAR) regulations within the code, the Mixed Use Core (MU -C) zoning district Page 600 of 744 has a maximum FAR of 4.0. The project is also located within the "Transit Core" (1/4 mile radius of the planned station), which requires that new development have a minimum density of 40 dwelling units per acre; the project proposes a density of 98.7 du/ac based on participation in the City's Workforce Housing Program (Exhibit G — Conditions of Approval). Under this provision, the development can receive a 25% density bonus to the maximum density allowed by the MU -C zoning district (80 du/ac). The proposed density, with the bonus, complies with the maximum density permitted within the MXH future land use category (100 du/ac). The Planning & Development Board recommended APPROVAL of this request during the February 6, 2023 meeting. How will this affect city programs or services? This will not affect City programs or services. Fiscal Impact: There is no fiscal impact to budget for this item. Alternatives: Staff has reviewed this request for a New Major Site Plan and Master Plan, and recommends DENIAL due to the applicant's variance request (ZNCV 23-002) which staff has determined does not meet the required review criteria (refer to staff report ZNCV 23-002), should the City Commission approve the requested variance of the required Urban Landscape Buffer Type 2, staff recommends APPROVAL subject to approval of the accompanying applications and satisfying all comments indicated in Exhibit G — Conditions of Approval. Any additional conditions recommended by the Board or required by the City Commission shall be documented accordingly in the Conditions of Approval. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Page 601 of 744 Type D Staff IRE)port D I ocaboin IMa p D Exhibit D Exhibit D Exhibit D Exh li lb li t D Exh li lb li t D �D ings D Exh li lb li t D C:: D OthE)r Description Staff IRE)p.sir t Exhibit A I ocaboin IMa p Exh �i bi t . 1 FICN aind OWIE)r II.....list Exhibit B EAshing Zoiniing Exhibit C FlrolPOSEd Exhibit ID Exishing l:::::L.JltL.Jlir'E) I aind USE) Exhibit IE FlrolPOSEd AbaindoinirTIENI'AS, ExhibitIF::: PrOjE)CA IRlair s Exhibit Cly Coindhoins of Appirov,-,.Ill DE)V(.)lopirTIENI'lt OrdE)r Appicaint IFlirEsa ENI'Itahoin Page 602 of 744 TO: THRU: FROM: DATE: DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-008 STAFF REPORT Chair and Members Planning and Development Board Amanda Radigan, AICP, LEED AP Planning and Zoning Director ,Aal,2 Craig Pinder, Planner II January 12, 2023 PROJECT NAME: The Pierce Major Master Plan Modification (MPMD 22-005) and; New Major Site Plan (NWSP 22-004) REQUEST: Approval of a New Master Plan (MPMD 22-005) and New Major Site Plan Modification (NWSP 22-004) application for a mixed-use development consisting of an eight (8) -story building with 300 dwelling units, 17,089 square feet of commercial space, associated recreational amenities, and parking on a 3.04,,,,,, acre site. PROJECT DESCRIPTION Property Owner: Boynton Beach CRA & BB QOZ LLC, (see Exhibit A.1) Applicant: BB QOZ, LLC Agent: Jeffery Burns, Affiliated Development Rebecca Zissel/Sachs Sax Caplan, P.L. Location: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one-half block north of Ocean Avenue (see Exhibit A Location Map) Existing Land Use: Mixed Use High (MXH) Proposed Land Use: Mixed Use High (MXH) Existing Zoning: Central Business District (CBD) Proposed Zoning: Mixed Use -Core (MU -Core) Page 603 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 2 Proposed Use: Mixed use development with 300 multi -family units, approximately 17,089 square feet of commercial space, recreational amenities, parking, and other related site improvements. Acreage: 3.04 acres Adjacent Uses: North: To the north, right-of-way of Boynton Beach Boulevard, then further north, developed commercial properties classified Mixed Use High (MXH) and zoned Central Business District (CBD) South: To the southwest, the Dewey Park classified Mixed Use High (MXH) zoned Central Business District (CBD); to the south, right-of-way of Ocean Avenue, then further south, a mixed-use project AKA 500 Ocean classified MXH and zoned Mixed Use - Core (MU -C) East: To the east and northeast, developed commercial properties classified Mixed Use -High (MXH) and zoned Central Business District (CBD); on the southeast, right-of-way for Federal Highway, then an undeveloped property classified MXH and zoned Mixed -Use Core (MU -C) West: Right-of-way of NE 4th Street, then an undeveloped parcel classified Mixed Use -High (MXH) and zoned Central Business District (CBD). PROPERTY OWNER NOTIFICATION A notice of the requests was mailed to owners of properties within 400 feet of the subject properties, and signs were posted for the Planning & Development Board and City Commission meeting dates. The applicant has certified that they posted signage and mailed notices in accordance with Ordinance No. 04-007 & 05-004. BACKGROUND Proposal: The Pierce is a proposed mixed-use development that will be situated on 3.04 acres located within the Downtown District as defined by the CRA Community Redevelopment Plan. The project site is an assemblage of properties consisting of eight (8) developed and undeveloped parcels, including one- and two-story commercial buildings (retail, restaurant, and offices) and surface parking lots. K Page 604 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 3 The applicant is requesting approval of several concurrent applications for the development of The Pierce (see the respective staff reports). The first application, REZN 22-001, is to rezone the property from CBD (Central Business District) to Mixed Use -Core (MU -C). The next two applications, NWSP 22-004 and MPMD 22- 005, are for New Major Site Plan and New Master Plan approval, which proposes an 8 -story mixed-use development consisting of approximately 17,089 square feet of ground floor commercial spaces adjacent to Federal Highway, Ocean Avenue, Boynton Beach Boulevard and NE 4th Street, and a supporting freestanding parking garage with a total of 564 parking spaces. The applicant is also seeking to receive relief from Part III, Chapter 3, Article III, Section 6.F.2.c. of the Land Development Regulations, which prohibits a freestanding parking garage from fronting an arterial or collector roadway, and restricts the maximum height of a freestanding parking garage to 75 feet. The relief applications include, four (4) Community Design Appeal applications (CDPA 22-002, 23-006, 23-007, 23-008) applicable to each elevation of the parking garage, a Height Exception application (HTEX 23-001) for the proposed egress staircase, and a variance (ZNCV 23-002) for relief from Part III, Chapter 4, Article II, Section 4.B.3.c Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Finally, the request includes three (3) applications for abandonments (ABAN 22-001, 22-002, 22-003) to vacate the full length of the alleyway located within the southern section of the site, a portion of NE 1St Avenue, and a portion of the alleyway located within the northern section of the site. ANALYSIS Traffic: A traffic study was sent to the Palm Beach County Traffic Division for review. The project is located within the boundaries of the City of Boynton Beach TCEA (Traffic Concurrency Exception Area), and therefore is not required to meet the Palm Beach County Traffic Performance Standards. The project would generate 1,664 new daily trips with 126 AM peak trips and 115 PM peak trips. School: The applicant has submitted a School Capacity Availability Determination (SCAD) application to the School District of Palm Beach County to confirm that area schools have adequate capacity to accommodate the potential public -school students who will reside in the proposed dwelling units with their families. Approval of the 3 Page 605 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 4 application request is contingent upon approval of the SCAD application (Exhibit G — Conditions of Approval). Utilities: The City's water capacity would meet the projected potable water demand for this project. The applicant will be making several upgrades to utility lines in the vicinity of the project to meet the fire flow and water demand requirement as part of the site development. At the time of permitting, detailed engineering calculations are required for the wastewater flow for the project and proposed connection points to the existing sanitary sewer system to determine whether the project can be served by gravity sewer or if a lift station will be required (Exhibit G — Conditions of Approval). Police/Fire: The Police and Fire Departments have reviewed the site plan and the applicant has addressed all review comments during the DART review process. The Fire Department notes that they will be able to provide an adequate level of service for this project with current or expected infrastructure and/or staffing levels. Further plan review by Police and Fire will occur during the building permit process. Drainage: Conceptual drainage information was provided for the City's review. The Engineering Division has found the conceptual information to be adequate and is recommending that the review of specific drainage solutions be deferred until time of permit review. Access: The proposed project's main vehicular access point is located on NE 1St Avenue with a secondary access point on NE 4th Street. The project's access design from NE 1St Avenue is contingent on the approval of the Abandonment application request. In addition, the project also provides fourteen (14) on -street parking spaces along Federal Highway, Ocean Avenue, and NE 4th Street to serve the commercial uses on the first floor of the project. Sidewalks are provided along all street rights-of-way. The proposed sidewalks area minimum of ten (10) feet wide and are lined with street trees for shade. The sidewalk along Federal Highway also abuts a covered eight (8) foot active area that acts as a front patio entry into the ground floor residential units. Additionally, eight (8) foot active areas are provided along Ocean Avenue and Boynton Beach Boulevard. Parking: Off-street parking for the MU -C zoning district requires 1.33 parking spaces for studios and one -bedroom units, and 1.66 parking spaces for two (2) or more bedroom units. The project proposes 300 units (201 one -bedrooms, and 99 two and three -bedrooms), which would require 434 parking spaces. Additionally, the code requires guest 4 Page 606 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 5 parking at a rate of 0.15 spaces per unit, which adds an additional 45 required spaces. The commercial space, which would allow a mix of retail, restaurants, and office uses, requires one (1) parking space per 200 square feet of gross floor area. Proposed is 17,089 square feet of retail, thereby requiring an additional 86 parking spaces. Under this standard methodology for calculating required off-street parking spaces, a grand total of 565 parking spaces would be required. Additionally, the developer has entered into a parking agreement with the Boynton Beach CRA (CRA) that involves providing 150 metered spaces for use by the general public. The applicant is required to provide a layout of the public parking spaces to be operated by the CRA, along with a shared parking study that meets the City's methodology requirements showing a reduction in the need of residential parking by at least 29 spaces (or a reduction in density resulting in at least 29 fewer required spaces), which shall be for the purpose of allowing the CRA to install meters in 150 spaces for public parking (Exhibit G — Conditions of Approval). The site plan proposes 578 parking spaces, an excess of thirteen (13) spaces. Regular parking space dimensions would conform to code requirements for the CRA of 9 feet by 18 feet for 90 -degree parking and 8 feet by 22 feet for parking parallel spaces. The applicant proposes an eight (8) -story freestanding parking garage that would accommodate up to 564 vehicles. The applicant will be required to comply with the City's residential parking requirements to ensure that designated resident parking spaces are reserved for, and made available for the residents to minimize the use of the retail parking spaces by residents. This requirement shall be monitored and enforced by the applicant (Exhibit G — Conditions of Approval). There are an additional 14 on -street parking spaces; four (4) on Federal Highway and three (3) on Ocean Avenue and seven (7) on NE 4th Street. Landscaping: The Plant List (Sheet LP -1) indicates that the project would add a total of 224 trees, 81 of them being canopy trees (including 14 relocated), and 143 palms, 1,595 accent and shrub specimens, and 4,070 small shrubs/vines/groundcover plants. Canopy trees are being maximized where spatially feasible, while palms are proposed in areas near the building foundation, within the landscape buffer and to further screen the parking garage. The exception to this objective intended to maximize canopy trees is within the ground floor amenity areas in an effort to maximize the amount of programmable open space on the site. All plant materials proposed for the landscape areas are required to be at least Florida number one grade and must be identified as having "low" or "medium" watering needs as 5 Page 607 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 6 indicated in the South Florida Water Management's "Waterwise" publication. The proposed tree species would include the following: Gumbo Limbo, Green Buttonwood, Silver Buttonwood, Orange Geiger, Alexander Palm, Coconut Palm, Canary Island Date Palm, Sabal Palm, California Fan Palm, and Bougainvillea Standard. The applicant has selected several butterfly attracting plants and has exceeded the sustainability code's requirement of utilizing a minimum of 5% of butterfly attracting plant material within the planting scheme. Projects proposed in the Mixed -Use Core (MU -C) zoning district are subject to the "Streetscape Design" portion of the landscape code regulations. These code provisions recognize the desire for reduced building setbacks, thus creating an urban setting. The purpose of the "Streetscape Design" concept is to create a landscape design that encompasses both the private and public domain, to blend the two areas into one unified landscape scheme and optimize the pedestrian experience. This is accomplished through hardscape and landscape choices, covered walkways (arcades, awnings, tree canopy), and streetscape amenities (benches/seatwalls, lighting, accent plantings). The landscape design proposed by the applicant depicts the use of street trees and covered arcades to create the streetscape theme. This includes the uses of lower landscape material placed around private terraces and along the building foundation, and street trees placed between the street and sidewalk in an effort to provide maximum clear pedestrian pathways. Lastly, the project is required to provide a 12 -foot wide urban landscape buffer type 2 along the east property line, however, the applicant has submitted a relief application requesting a variance of seven (7) feet from the required twelve (12) foot landscape buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall (Exhibit G — Conditions of Approval). Building and Site: The proposed site area totals 3.04 acres. The proposed mixed-use buillding contains 300 dwelling units, some of which are located on the ground floor fronting Federal Highway with a covered arcade that creates an entry feature reminiscent to a covered front patio. A large courtyard which allows for the ground floor amenity deck is provided in between the main residential building and the proposed restaurant fronting Ocean Avenue, and is visible from the unit balconies. As noted previously, the proposed parking garage is freestanding and has eight (8) levels of parking which are able to be accessed LV Page 608 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 7 from each level of the residential building. In order to meet the intent of the Land Development Regulations, the applicant proposes a number of design solutions to disguise the freestanding parking garage including an artwork on a perforated metal screen located on the southwest corner of the building (Exhibit G — Conditions of Approval), and arhictectural design elements consistent with the elevations of the multi -family building as described in the staff report for the Community Design Appeal Applications. The east side of the parking garage encroaches into the required twelve (12) foot landscape buffer by approximately seven (7) feet and as noted above under "landscaping", the applicant has submitted a relief application requesting a variance from the urban landscape buffer (type 2) requirements. The commercial portion of the project totals 17,089 square feet including restaurants, a creative office space, and retail along Federal Highway, Ocean Avenue, and NE 4th Street. Included within the commercial square footage is the relocation of the existing Hurricane Alley Restaurant to the intersection of Boynton Beach Boulevard and NE 4th Street. In addition, a restaurant is proposed to front Ocean Avenue and a cafe is planned to be located adjacent to Dewey Park. The creative office space will have frontage along Federal Highway and the retail space will front NE 4th Street. Of the 300 residential units 201 are one (1) bedroom, 85 are two (2) bedroom, and 14 are three (3) bedroom units. The units range in size from 572 square feet to 1,423 square feet. Each unit also has a balcony or terrace that either faces out towards the street or Dewey Park, or in towards one of the ground floor amenity areas. Relative to the floor area ratio (FAR) regulations within the code, the Mixed Use Core (MU -C) zoning district has a maximum FAR of 4.0. The project is also located within the "Transit Core" (1/4 mile radius of the planned station), which requires that new development have a minimum density of 40 dwelling units per acre; the project proposes a density of 98.7 du/ac based on participation in the City's Workforce Housing Program (Exhibit G — Conditions of Approval). Under this provision, the development can receive a 25% density bonus to the maximum density allowed by the MU -C zoning district (80 du/ac). The proposed density, with the bonus, complies with the maximum density permitted within the MXH future land use category (100 d u/ac). Building Height: The maximum building height allowed in the MU -C zoning district is 150 feet. The proposed building elevations depict the lower roof slab deck height of the multi -family building at 81 feet 6 inches, and an 7 Page 609 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 8 upper roof slab height of 88 feet 6 inches located at the corners of the building. The tallest height indicated on the elevations is 91 feet 6 inches, measured to the top of the apartment stair parapet wall. Along Federal Highway, the proposed building elevations show that the building steps back 10 feet at an approximate height of 31 feet 5 inches and then extends to its overall height. In addition, the applicant has submitted a relief application requesting a height exception (HTEX 23-001) to exceed the maximum height of 75 feet for a freestanding parking garage to allow for a height of 77 feet 11 inches for the egress staircase. Setbacks: The MU -C zoning district requires no building setbacks, but rather a zero (0) build -to line with accommodation of the required pedestrian zone. The Land Development Regulations requires the building to be setback to allow for an enhanced public realm that includes two and a half (2.5) feet — five (5) feet for street trees, ten (10) feet for sidewalks, and eight (8) feet for active areas such as outdoor seating and retail uses. In those instances where a pedestrian zone is required, the building setback is measured from the back of curb to the exterior surface of the building or supporting columns. Please see the corresponding table below for the proposed setbacks, as provided on the architectural site plan (Exhibit F — Project Plans). Building Setbacks/Build-to-Line Building Setbacks Required Provided Mixed Use Multi -Family Building NE 1St Avenue 0' 42'9" NE 4th Street 0' 11'-9" East Ocean Avenue 20'-6"* 28'-255* East Ocean Avenue (at C4 Retail) 20-6"* 20'-655* Federal Highway 20-6"* 22'-4"*** Parking Garage NE 1St Avenue 0' N/A** NE 4th Street 0' 0'-10" East (Interior) 0' 5'-0" North (Interior) 0' 15'-055* Hurricane Alley Restaurant NE 4th Street 0' 1858" Boynton Beach Boulevard 20-655* 205655* East (Interior) 0' 957" South (Alley) 0' N/A** *Measured from back of curb per pedestrian zone requirements. Highway, additional setback required for 120'0" ultimate ROW drawings At N Federal — refer to civil Page 610 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 9 ** Alley/Street at setback of building proposed to be vacated as part of project site plan approval ***12'-9" setback to arcade, 8'0" from arcade to building face — see site plan. Amenities: The project proposes a hardscaped public plaza with an art sculpture at the intersection of Federal Highway and Ocean Avenue (Exhibit G — Conditions of Approval), which connects to the pedestrian zone along both roadways. In addition, the ground floor arcade provided along Federal Highway acts as a front covered patio entry for the ground floor apartments. Along Ocean Avenue, covered outdoor seating is provided in the active area for the Ocean Eatery restaurant (C4 -Retail) and Dewey Park Cafe (C5 -Retail). The pedestrian zones include a street tree area, sidewalks, active areas, and covered walkways. The project has been designed with a large interior courtyard located between the multi -family building and the Ocean Avenue restaurant for resident use, containing the community pool, outdoor lounging areas, and lush tropical landscaping. A smaller ground floor amenity area with a pickleball court and dog run is provided between the parking garage and multi -family building. The private amenities located within the building will include a host of programmed spaces on the ground floor and a rooftop amenity for the residents' enjoyment. The developer also worked with Palm Tran of Palm Beach County to locate and create a new transit shelter on site (Exhibit G — Conditions of Approval), designed utilizing some of the architectural characteristics of this project. Design: The intended architectural style for the project is a mid -rise modern interpretation of "contemporary coastal" architecture, including design features that pay homage to local history and the community aesthetic. The architectural design elements that elicit a coastal style, are the exterior color tones such as the white stucco finish, reminiscent to historic lighthouses and watercraft color tones used in boating. A strong vertical base that interacts with the pedestrian zone fronting Federal Highway provides shade and protection. The framed corners of the building along with the selected window frames will be painted in a dark finish to provide a strong contrast to the white stucco finish, which is similar to coastal home designs seen in the South Florida area. The upper portions of the building include separate vertical elements that create a scale consistent with the approved Broadstone and existing 500 Ocean developments. The project's materials include brick veneer, clear glass at the ground floor commercial level, concrete eyebrows, metal awnings, vertically - 9 Page 611 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 10 Sustainability: oriented windows, and a predominantly white painted building which aids in accentuating the clean lines of the architecture. The materials and finishes are consistent with the contemporary coastal architectural style. Mixed-use projects are designed to create a pedestrian -friendly environment by placing the buildings along the pedestrian zones and articulating the building mass to avoid a repetitive, continuous, monotonous building block. The building mass of the multi -family building fronting Ocean Avenue steps back and wraps the ground floor amenity deck, creating a break in the building mass. This layout allows for the proposed Ocean Eatery Restaurant to be at a reduced height (30') which further helps to reduce the building mass fronting the roadway. This approach mitigates the visual impact of the building's height onto the 500 Ocean multi -family development to the south. Along Federal Highway, the building maintains its mass along the length of the roadway and varies in height to create a tower element at the south end of the building. As mentioned previously, the building facing Federal Highway is stepped back ten (10) feet at a height of 26 feet in order to move the mass of the building farther from the pedestrian environment. Mixed-use developments must achieve a minimum of 25 sustainability points (see Exhibit G — Conditions of Approval). The development would satisfy the requirement by providing the following: SUSTAINABLE DEVELOPMENT STANDARDS POINTS ENERGY Heat Island Reduction - 50% of the non -roof impervious site 4 Efficient Cooling - All air conditioners are Energy Star qualified. Minimum SEER 16. 2 Efficient Water Heating - At least 75% of hot water on premises is heated via Energy Star Certified water heaters or solar water heaters. 2 Cool Roof - Use roofing materials that have a Solar Reflective Index (SRI) 75 for low -sloped roofs (<2:12) or 25 for steep- sloped roofs (>2:12) for a minimum of 75% of the roof surface. 2 Building Color - Use of white or cool light colors for the body of buildings to reflect rather than absorb heat and reduce cooling costs - as shown on architectural plans. 2 Where provisions of shade structures are not required per code: Structures such as awnings, screens, 4 10 Page 612 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 11 louvers, or other architectural devices shall cover a minimum of 50% of glazed openings. Lighting - Provide energy efficient lighting such as LED lighting for building interiors for 100% of proposed lighting. 1 Energy star appliances - All appliance with in a building are 100% energy star. 2 Recycle & Waste Reduction Recycle station \ dumpster area Recycle chute(s) in Mixed Use Districts and dumpster, which include a recycle station. 1 URBAN NATURE Tree Canopy - Provide canopy trees in an amount that exceeds the minimum number of required trees by 15%. 3 TRANSPORTATION Parking Structure - At least 75% of the development's total number of required off-street parking spaces is contained in a parking deck or garage. 2 Total Points 25 Lighting: The photometric plans (Sheets E1.2 & E1.3) include 43 freestanding light pole fixtures, with varying pole heights. The light poles proposed along Boynton Beach Boulevard and Federal Highway will have a pole mounting height of 30' and will match the design of the existing light poles along Seacrest Boulevard; light poles located on Ocean Avenue and NE 4th Street will have a pole mounting height of 15-9" and will match the design of the existing light poles in front of City Hall. Light poles located within the interior of the site will have a mounting height of 12', and the light poles located on the rooftop of the garage will have a mounting height of 20'. The condition of approval requires the spot readings to be a maximum of 5.9 foot- candles (see Exhibit G — Conditions of Approval). Signage: Site and building signage have not been finalized and a Sign Program must be approved in conjunction with requesting any sign permits for the site (see Exhibit G — Conditions of Approval). Public Art: The project is subject to the Art in Public Places requirement, and the applicant has identified a location for a sculpture at the intersection of Federal Highway and Ocean Avenue (Exhibit G — Conditions of Approval). In conjunction with the requirements for the 11 Page 613 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Memorandum No PZ 23-008 Page 12 Community Design Appeal applications, the applicant will also provide artwork to welcome visitors and residents to Boynton Beach in the form of a perforated metal screen on the southwest corner of the freestanding parking garage extending from the second floor to the top floor level. This concept is supported by City staff as well as the Art Advisory Board. The applicant is required to spend a minimum of $150,000 of the Art in Public Places art fees on the sculpture at the northwest corner of Ocean Avenue and Federal Highway and the size shall be complementary to the Albert Paley sculpture at 500 Ocean (see Exhibit G — Conditions of Approval). RECOMMENDATION Staff has reviewed this request for a New Major Site Plan and Master Plan, and recommends DENIAL due to the applicant's variance request (ZNCV 23-002) which staff has determined does not meet the required review criteria (refer to staff report ZNCV 23- 002), should the City Commission approve the requested variance of the required Urban Landscape Buffer Type 2, staff recommends APPROVAL subject to approval of the accompanying applications and satisfying all comments indicated in Exhibit G — Conditions of Approval. Any additional conditions recommended by the Board or required by the City Commission shall be documented accordingly in the Conditions of Approval. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (flea 115 N Federal Hwy)\NWSP 22-004 MPMD 22-005\—Staff Report\Staff Report_NWSP 22-004—MPMD 22-005.docx 12 Page 614 of 744 Page 615 of 744 Exhibit A.1 PROPERTY 1: Address: 508 E BOYNTON BEACH BLVD PCN: 08434528030010060 Owner: Boynton Beach CRA Legal Description: Lots 6 and 7, Block 1, Original Town of Boynton, according to the map or plat thereof as recorded in Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. PROPERTY 2: Address: NE 4' St. PCN: 08434528030010080 Owner: Boynton Beach CRA Legal Description: Lots 8 and 9, Block 1, TOWN OF BOYNTON, according to the map or plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PROPERTIES 3 and 4 (share a legal description) Address: NE 1st Ave PCN: 08434528030010100 Owner: Boynton Beach CRA Legal Description: 1, 2, 3, 4, 5, 6, and 7, Block 6, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, excepting therefrom the North 5' of Lots 5 and 7 and the West 5' of Lot 7, and existing right-of-way for U.S. Highway 91 and Lots 10, 11, and West 1/2 of Lot 12, Block 1, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Address: 115 N Federal Hwy PCN: 08434528030060010 Owner: Boynton Beach CRA Legal Description: 1, 2, 3, 4, 5, 6, and 7, Block 6, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, excepting therefrom the North 5' of Lots 5 and 7 and the West 5' of Lot 7, and existing right-of-way for U.S. Highway 91 and Lots 10, 11, and West 1/2 of Lot 12, Block 1, Original Town of Boynton, a subdivision of the City of Boynton Beach, Florida according to the Plat Page 616 of 744 thereof in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. PROPERTIES 5, 6, and 7 (share a legal description): Address: 511 E Ocean Ave PCN: 08434528030060100 Owner: Boynton Beach CRA PARCEL I: Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 2: The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 3: Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Address: 515 E Ocean Ave PCN: 08434528030060111 Owner: Boynton Beach CRA Legal Description: PARCEL I: Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 2: The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 3: Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Page 617 of 744 Address: 529 E Ocean Ave PCN: 08434528030060120 Owner: Boynton Beach CRA Legal Description: PARCEL 1: Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL I The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 3: Lot 12, Block 6, Original Town of Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PROPERTY 8: Address: 101 N Federal Hwy PCN: 08434528030060130 Owner: BB QOZ LLC Legal Description: TRACT 1: All of the North 58.25 feet of Lot 14 and all of the East 9 feet of the North 58.25 feet of Lot 13, Block 6 original townsite of Boynton, Florida, according to a plat thereof on file in Plat Book 1, Page 23, Palm Beach County, Florida public records, and also according to the attached sketch of Lot 14 and East 9 feet of Lot 13, Block 6, original townsite of Boynton, Florida, surveyed and prepared by George S. Brockway, Engineer, under date of December, 1939, and marked on said sketch as "Tract I"; also TRACT I All of the South 68 feet of Lot 14 and the East 9 feet of South 68 feet of Lot 13, Block 6, original townsite of Boynton, Florida, according to a plat thereof on file in Plat Book 1, Page 23, Palm Beach County, Florida public records, and also according to the attached sketch of Lot 14 and East 9 feet of Lot 13, Block 6, original townsite of Boynton, Florida, surveyed and prepared by Page 618 of 744 George S. Brockway, Engineer, under date of December 1939, and marked on said sketch as "Tract 2". TRACT 3: West 41 feet of Lot 13 in Block 6 of the Town of Boynton, Palm Beach County, Florida, according to the plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 23. LESS AND EXCEPT The East 10 feet of Lot 14 and the South 8 feet, less the East 10 feet thereof, of Lot 14, Block 6, Original Town of Boynton, according to the plat thereof as recorded in Plat Book 1 at Page 23 of the Public Records of Palm Beach County, Florida; being in Section 28, Township 45 South, Range 43 East. And That part of the aforementioned Lot 14, Block 6 of Original Town of Boynton, which is included in the external area formed by a 12 foot radius arc tangent to a line 8 feet North of and parallel to the South line of said Lot 14 and tangent to a line 10 feet West of and parallel to the East line of said Lot 14; subject to the existing right-of-way for Ocean Avenue. 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AUTOMATIC WATER SUPPLY SYSTEM WILL BE PROVIDED IN COMPLIANCE WITH PART III, CHAPTER 4. ARTICLE II. SECTION 4.6 OF THE LAND DEVELOPMENT REGULATIONS WATER SOURCE TO BE COORDINATED WITH CIVIL ENGINEER. POTABLE WATER IS NOT TO BE USED FOR IRRIGATION PURPOSES, INSTEAD, ALTERNATIVE SOURCES OF WATER SHALL BE USED FOR IRRIGATING LANDSCAPING MATERIALS SUCH AS WELL WATER, LAKES, AND/OR RECLAIMED WATER WHERE AVAILABLE AND USED IN COMPLIANCE WITH CITY AND COUNTY REGULATIONS. 100% OF PROPOSED PLANTING CAN BE FOUND IN THE LIST OF SPECIES IN THE MOST RECENT EDITION OF SOUTH FLORIDA WATER MANAGEMENT DISTRICT WATERWISE SOUTH FLORIDA LANDSCAPES uy�e eyu - Planting Mute YaI//-pecificatione CANCRY s LEGEND/KEY PLANT NAME QUANT ERING NEEDS 6lxwo 1 26 12' OA, b' CT, I'M CAL. LOW FLORIDA FANCY IN �NaDTT ooTR� 9 FORIDA A 6 GA Gw oMIHC DCTISNw�o �E s MINGAL o O oRAn6E GEIGe3 TREE IS a MIN. CP T. Low Planting Material/Jpecifications ES LEGEND—Y PLANT NAME CLANTITI SIZHSPECIFICATIONS wATEERING NEEDS � ^ ALNTOII _ND� PALnn NDeAE 2 12 ORIDP FANCY 16 CT. CPL MEOILwn 33�,�.ryV�� co�NLn aALrvl ]6 STRAIOA BUNK MING Low CLCEZ-fnRz caNART Isv+w DATe PALM 3 14'AOCHIbSCT, IZ'CPL LOW var,L PaLM z0 M T Low 20 1 'C 2. ieCt. 11 21 C7. $ wASHCALIFORNIa �PN FILM IS 5 MIN. CPL. ING low Pluntiny Material//'pecificutione SIGNATURE TREES LEGEND/KEr PLANT NAME GJANTITI SIZCDPECIFICPTION6 BOWPINVIUEA SPP. e' IT, LOw 11,1 IINEAP IIET A__ 2022. ,n za Planting Requirements � 'T'L 11-1 7IL11INT 1117 Rw15 6oLm+ Il C_A PES SHRUBS I[.I��niUn nr,rn -111Y PLANT NAME OTT. SISEE'REMARKS WATER— NEEDS wxea Po ASCLCOMMON MILK® 80 SPREAD LO'w e,lu^e 1A11EEAUTI EERRT HEDGE 2O SPREAD LCW PIA X666/& RED TIP G DPLDM N� PRD Dw wARx-RICAFKFEAM vTLE �ooE 30 SPREAD Low K.Nswlsswe a , zo SPREAD _IuM sAw?—z.'ASS 7 SPR24 EAD S GROUNDCOVERS U SIM/KE Q (�.xbo AL.. 16 O.C. 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DEPARTMENTS INCLUDE REJECT ENGINEERING / PUBLIC WORKS / FORESTRY / UTILITIES Comments: 1. At the time of permitting, provide detailed engineering calculations for the wastewater flow for the project and proposed connection points to the existing sanitary sewer system. The capacity in the X sanitary sewer system and existing pipe sizes shall be considered to determine if the project can be served by gravity sewer or if a lift station will be required. 2. For the alley on the north side of NE 1St Avenue, provide a 12 -foot easement for the portion of the sanitary main that will be in the X abandonment. 3. In addition to the site lighting requirements, the existing street lights along Boynton Beach Blvd. and Federal Hwy. shall be replaced with FPL 37' concrete poles. Existing street lights along X Ocean Ave., NE 41h St. and NE 1St St. shall be replaced with FPL 20' aluminum poles. Please refer to the PDFs emailed 12/30/2022. 4. The developer shall underground all existing overhead lines within and adjacent to the subject project along Boynton Beach Blvd., Federal Hwy., Ocean Ave. and both sides of NE 41h St., NE 1St St. and alleyways. Easements shall be coordinated with requisite utility authorities and shall be provided for the installation of underground utilities or relocating existing facilities in conformance X with the respective utility authority's rules and regulations. The developer shall make necessary cost and other arrangements for such underground installations with each of the persons, firms, or corporations furnishing utility service involved. 5. Provide and maintain unobstructed safe -sight triangles at intersections and driveways. X 6. Minor driveways may be constructed as a drop curb. Intermediate driveways shall provide minimum pavement return radii of 30 feet. X 7. Driveway north of parking garage servicing Hurricane Alley site shall be used for service vehicles only; no parking. X Page 643 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Conditions of Approval Paqe 2 of 6 DEPARTMENTS INCLUDE REJECT 8. Drop-off areas are not permitted to include valet use; any changes to add valet parking shall require a Site Plan Modification. X 9. Clearly indicate all existing and proposed easements. X 10. Parking garage columns shall not encroach into required drive aisles width. X 11. Any modifications to parking garage shall require administrative approval prior to permitting. X 12. Please note that changes or revisions to these plans may generate additional comments. Acceptance of these plans during the DART (Development Application Review Team) process does X not ensure that additional comments may not be generated by the commission and at permit review FIRE Comments: None. All previous comments acknowledged at DART meeting. POLICE Comments: None. All previous comments acknowledged at DART meeting. BUILDING Comments: None. All previous comments acknowledged at DART meeting. PARKS AND RECREATION Comments: None. All previous comments acknowledged at DART meeting. PUBLIC ART Comments: 14. A minimum of $150,000 of the Art in Public Places art fees shall X be spent on a sculpture at the northwest corner of East Ocean Avenue and Federal Highway (i.e. the southeast corner of the site). Page 644 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Conditions of Approval Paqe 3 of 6 DEPARTMENTS INCLUDE REJECT 15. Per the Art Advisory Board's direction increase the size of the X sculpture located at the corner of Ocean and Federal to be similar in size and complementary to the Albert Paley sculpture at 500 Ocean. The Board gave a low priority to the use of Art in Public Places funds to be used for the mural facing Federal Highway on the garage. 16. Provide adequate lighting for all proposed artwork. X PLANNING AND ZONING Comments. 17. An application for a variance (ZNCV 23-002) was submitted to obtain relief from the required width and from the requirement to provide a wall within the Urban Landscape Buffer Type 2. X Approval of the New Major Site Plan and Master Plan applications are contingent upon the approval of the variance application. 18. Approval of the Major Master Plan and Site Plan applications are contingent upon the approval of the Abandonment (ABAN 22-001, 22-002, 22-003), Rezoning (REZN 22-001), Community Design X Appeal (CDPA 22-002, CDPA 23-006, CDPA 23-007, CDPA 23- 008, and Height Exception (HTEX 23-001) applications. 19. NE 4th Street is classified as a collector roadway according to the Comprehensive Plan of the City of Boynton Beach. Approval of the freestanding parking garage is contingent upon approval of all X requested community design appeal (CDPA) relief applications, as stated in comment #15. 20. Approval of the Major Master Plan and Site Plan applications are contingent upon the approval of the School Capacity Availability X Determination (SCAD) application. At time of permit, please submit a letter of approval for the SCAD application. 21. The project's approval is conditioned upon its participation in the City's Workforce Housing Program. X 22. At time of permit, please submit a traffic statement from Palm Beach County. X 23. The developer shall provide a perforated metal screen including a mural design on the southwest elevation of the parking garage as the scale and size is depicted on the referenced elevation X drawings. 24. Per the Sustainable Development Standards, one Electric Vehicle (EV) charging station is required per fifty thousand (50,000) X square feet of non-residential development. At time of permitting, Page 645 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Conditions of Approval Paqe 4 of 6 DEPARTMENTS INCLUDE REJECT please identify one additional EV charging station for the commercial component of the site plan. The total required number of EV charging stations required by the Sustainable Development Standards for the proposed site plan is seven (7) servicing a total of fourteen (14) parking spaces. 25. The resident parking spaces shall be separated by a gate and/or gate arm to restrict public access to resident parking. The developer shall comply with the City's residential parking requirements to ensure that designated resident parking spaces X are reserved for, and made available to the residents to minimize the use of the retail parking spaces by residents. This requirement shall be monitored and enforced by the developer. 26. At time of permit, depict all parking spaces that are proposed to be metered and/or any surplus (above Code required) parking within the property. Please note that if any parking spaces are proposed X to be metered, additional review of the site plan and meter agreement may be required. 27. Per the Land Development Regulations, overhead doors shall not be located on building facades visible from Federal Highway. At time of permit, replace the overhead doors with sliding glass doors or accordion doors on the east building elevation for the Ocean X Avenue Restaurant, and provide the updated east elevation drawing. 28. At time of permit, please update the Ocean Avenue restaurant `key plan' on sheet A2.7 to match the revised floor plan. The drawings shall be consistent across all plan sets. Any unforeseen X changes to the plan(s) will be subject to additional review. 29. All buildings throughout the development shall have an appropriate and fully integrated rooftop architectural treatment which substantially screens all mechanical equipment, stairs, and elevator towers. All rooftop equipment must be completely X screened from view at a minimum distance of 600 feet. At the time of permitting, provide a line of sight drawing(s) showing compliance with this requirement. 30. At the time of permit, provide a comprehensive management plan that clearly illustrates how trash pickup will be handled on the site, X and identifies the central trash pickup location. 31. At time of permit, revise the dimensions of the bike rack detail to feet and inches. X Page 646 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Conditions of Approval Paqe 5 of 6 DEPARTMENTS INCLUDE REJECT 32. At time of permit, provide additional height for the variation in the roof line. The proposed rhythm of the "breaks" in roofline is adequate, however, a one -foot difference in height is insufficient. Please increase the height of the roof line break at strategic X locations, for e.g. consider including a two -foot variation at strategic locations. 33. At time of permit, replace the site plan shown on the Landscape Plan with the updated site plan submitted on 12-29-22. Any unforeseen changes to the plan(s) will be subject to additional X review. 34. The Wax Myrtle Hedge proposed around the FPL transformer adjacent to Ocean Avenue is spec'd as 36" O.C. on the Landscape Plan (sheet L2.1), but the spacing provided in the Planting Material/Specifications table states 24" O.C. At time of X permitting, correct the specifications and ensure that the hedge is planted with tip -to -tip spacing. 35. At the time of permit, revise the spread of the Swiss Cheese plant spread to either 36 -inches or revise the spacing to 24 -inches on X center 36. Street trees are required to be spaced between twenty (20) — twenty-five (25) feet on center. At time of permit, revise the Perimeter Landscape Requirements table to state a minimum of every 25 linear feet rather than 30 linear feet, and revise the number of required trees. In addition, please include the trees required for the Urban Landscape Buffer Type 2 in this table to X show compliance. Please ensure that the proposed number of canopy trees satisfies the selected Sustainable Development option for "Urban Nature — Tree Canopy" as the project is required to achieve a minimum of 25 sustainability points. 37. At time of permit, please remove the reference to Suburban Landscape Buffer Type 1 from the Perimeter Landscape X Requirements on sheet L2.3. 38. Permanent off-street lighting levels for all multiple -family residential and non-residential uses shall not exceed five and nine -tenths (5.9) foot-candles for any spot location reading. At X time of permit, revise the photometric plan to ensure that spot readings do not exceed five and nine -tenths (5.9) foot-candles. 39. Please replace the site plan shown on the Photometric Plan with the updated site plan submitted on 12-29-22. Be advised that the X drawings shall be consistent across all plan sets. Any unforeseen Page 647 of 744 The Pierce (NWSP 22-004, MPMD 22-005) Conditions of Approval Paqe 6 of 6 DEPARTMENTS INCLUDE REJECT changes to the plan(s) will be subject to additional review. 40. Any existing overhead utilities around the perimeter of the site and all utilities required to service the site shall be placed below X ground at the cost of the applicant. 41. A Sign Program is required to be submitted and approved prior to the approval of any sign permits for the project. X 42. The applicant shall provide on -street parking on N Federal Highway, Ocean Avenue, and NE 4th Street as depicted on the X site plan submitted on 1-10-2023. 43. The applicant shall dedicate a 10' x 30' easement and place, at their cost, a bus shelter designed utilizing architectural elements, materials, and colors matching the proposed building along X Federal Highway. COMMUNITY REDEVELOPMENT AGENCY Comments: 44. Pursuant to the Parking Lease Agreement executed by the City, CRA, and Applicant on July 8, 2022, 150 spaces on the unrestricted side of the gate will count towards the Applicant's required parking and will function as public parking operated by the CRA. The Applicant will submit, at the time of building permit, a layout of the public parking spaces to be operated by the CRA, along with a shared parking study that meets the City methodology X requirements showing a reduction in the need of residential parking by at least 19 spaces (or a reduction in density resulting in at least 19 fewer required spaces), which shall be for the purpose of allowing the CRA (or the Applicant on behalf of the CRA) to install meters in 150 spaces for public parking. PLANNING & DEVELOPMENT BOARD CONDITIONS Comments: None. CITY COMMISSION CONDITIONS Comments: To be determined. Page 648 of 744 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: APPLICANT: APPLICANT'S ADDRESS The Pierce (NWSP 22-004 & MPMD 22-002) BB QOZ, LLC. 613 NW 3RD AVENUE, SUITE 104, FORT LAUDERDALE, FLORIDA 33311 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: February 21, 2023 APPROVAL SOUGHT: Approval of a New Master Plan (MPMD 22-005) and New Major Site Plan Modification (NWSP 22-004) application for a mixed-use development consisting of an eight (8) -story building with 300 dwelling units, 17,089 square feet of commercial space, associated recreational amenities, and parking on a 3.04 -acre site. LOCATION OF PROPERTY: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue. DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER was presented to the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the approval sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: Application for the approval sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant X HAS HAS NOT established by substantial competent evidence a basis for the approval requested. 3. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included." 4. The Applicant's request is hereby X GRANTED subject to the conditions referenced in paragraph 3 above. DENIED 5. This Order shall take effect immediately upon issuance by the City Clerk. 6. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other: DATED: City Clerk S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\NWSP 22-004 MPMD 22-005\—Staff Report\Development Order\NWSP 22-004 MPMD 22-005 DO.doc Page 649 of 744 Page 650 of 744 Executive Summary The Pierce will be a mixed-use development featuring an eight -story multifamily building containing 300 luxury residential rental units connected to a parking garage that contains parking for the project's private uses as well as 150 spaces dedicated to the public, so that visitors to the area can park and walk conveniently to the project's restaurants, retail and office attractions. With over 61 % of our project's overall site area accessible by the public, The Pierce ensures enhanced pedestrian connectivity throughout the project. Strategically spanning across the project site, The Pierce contains an assortment of uses that combine to create continual activity and energy. Anchoring the north end of the site on Boynton Beach Blvd will be the new home for Boynton Beach's local mainstay, Hurricane Alley. The site's north end and parking garage will connect along 4th Street where pedestrians will pass by retail space and Dewey Park to make their way to the restaurants and caf6 fronting Ocean Avenue. The "hard corner" on Ocean Ave and Federal Hwy will display a large marine and educational monumental art piece for residents and visitors to enjoy and learn more about Boynton Beach's marine life. The Pierce residences is situated in the center of the site and will function as the nucleus that fuels the project's daytime and nighttime vitality. Residents of The Pierce will experience best -in -class amenities spread throughout the building and grounds. The urban design, abundant amenity offerings and luxury finishes was created to offer an elevated and different living experience from other Boynton Beach apartment options. The Pierce offers something for everyone who wishes to truly embody the live, work, play mantra. 150 of the project's 300 units will be offered at workforce level rates that are attainable to the hard working individuals and families that desire a luxury living experience at an attainable rate. The mixed -income approach fosters a healthy, diverse urban environment, and will help make this area of Boynton Beach a true urban oasis. =PIERCE Project Video F 1-1 E F"", I E R (I',""" E A 1",,l I I'vA A F I C) 1""I Applications • Rezoning from Central Business District (CBD) to Mixed -Use Core (MU -C) • New Master Plan • New Major Site Plan • Abandonments • South Alley • Portion of NE 1st Ave • Portion of North Alley • Four Community Design Appeals for the Parking Garage • Height Exception for the Parking Garage =PIERCE a Rezoning from Central Business District (CBD) to Mixed -Use Core (MU -C) Meets the Criteria in Section 2.D.3 of Chapter 2, Article II of the LDRs: ✓ Demonstration of Need ✓ Consistency with city planning documents ✓ Compatibility with surrounding uses ✓ Orderly Growth ✓ Location Efficiency ✓ Availability of Public Services/Infrastructure ✓ Economic Development Impact ✓ Heavy Commercial and Industrial Land Supply =PIERCE 9 Master Plan & Major Site Plan New Master Plan Meets the Criteria in Section 2.D.6 of Chapter 2, Article II of the LDRS: 1) Zoning and Standards Compliance: complies with the requirements of the respective zoning district regulations and site development standards. 2) Diagrams: submittal includes diagrams which illustrate the location of uses and density on the site. New Major Site Plan Meets the Criteria in Section 2.F of Chapter 2, Article II of the LDRS: 1) The site plan complies with the requirements of the respective zoning district regulations and site development standards. 2) The site plan is consistent with the master plan. 10 New Master Plan &New Major Site Plan The project complies with the location and general use requirements applicable to the Mixed -Use Core district as follows: 1. The future land use classification of the land is mixed use -high (MX -H). 2. The development is a high density/intensity development intended for the downtown area. It includes a mix of uses designed in a compact vertical style. 3. The development fronts on Federal Highway, which is designated as an "arterial" roadway on the Functional Classification of Roadways Map. 11 Four Community Design Appeals • Code Requirement: • Freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. • Proposed Design: • Freestanding parking garage that fronts 4t" Street The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. 1 10 '1 Nk. 13 North Garage Elevation • Vertical landscaping at the base • Lush landscape buffer • Large area for projecting movies/sport games as well as public events in open space area between Hurricane Alley and parking structure =PIERCE 1< South Garage Elevation • Decorative metal fencing • Bike -themed mural element • Horizontal projections and overhangs to provide shading over pedestrian walkways • Integrated perforated metal screen wraps from the East side of facade 15 West Garage Elevation • Vertical landscaping elements at the base • "Welcome to Boynton Beach" image integrated into a vertical perforated metal screen 17 Four Community Design Appeals Meets the Criteria in Chapter 2, Article II, Sec. 4.13.3: ✓ Consistency with the Comprehensive Plan ✓ Will not significantly detract from the Livability or Appearance of the city and will be consistent with the established or desired character ✓ Consistency with the Purpose of the standard ✓ Trees or Fauna ✓ Environmental Impacts ✓ Impact on Property Values ✓ Light and Air ✓ Furthers objectives of the City ✓ Other Standards and Requirements W., Height Exception for the Parking Garage Code requirement: Max 75' Feet Proposed: Egress staircase extends to 77' 11" Meets the Criteria in Chapter 2, Article II, Sec. 4.C.3: ✓ Will not adversely affect: 1) light and air; 2) property values; 3) living conditions; or 4) existing or proposed land uses ✓ Would not be a deterrent to development or improvement of adjacent properties ✓ Would contribute to architectural character and form of the project ✓ Would positively contribute to the city's desired image, streetscape design, or recommendation of any applicable redevelopment plan ✓ Would contribute to sustainable development and other green initiatives ✓ Is necessary and not proposed in a manner with which the objective is to maximize project visibility without concern for architectural or aesthetic integrity ✓ Sufficient evidence has been presented to justify the need for a height exception. 19 F111 M, I I THE PIERCE AMENITIES C3 - RETAIL f Fitness center 2 Coworkcollaborafive seating I Bar/Tap Roorn 4 Sports Viewing ilrr I V 5 Wine/S�ar rit Cellar Room 6 BiltiardsShuffell Board!/Darts, 26 P281 30 22 31 132 �36 7 Coffee ao Grab in O Convenience rJ ITT 9 Wine/Sprint Lockers 2 ,.I M 10 Parce[]Package Room with Refrigeration oil 11 Bicycle StorageMike Shop f 12 Ride Share Waiting I V 7r -n - - i 74 Free Bike Sharing 18 IF 'j;;; 1 W, atersports Sharing 4 E_ "1 J 15 Fullness center yogal room L Ftl1 B9 '16 Coworkmicro offices tf 17 Fitness center outdoor crossfil area 18 Wellness room with, infered sauna RI 19 Arcade Games 2 20 Pool with sun shelf 12 21 Pool bar .......... .. 22 Pill Court 311135 23 B'BQ Grill & Outdoor Kitchen 23 2T 24 Covered Outdoor DininglSeating 25 Rooftop Deck �fl At 4 B2 q FM, J f 44 od Page 679 of 744 2 0 Al"Ip4l All 26 Hammock Park 27 Pool Cabanas 28 Carne Lawn 29 Dog Park N - TA 1 �Mtl 30 Bocce Ball COLO 23 27 311 Outdoor Gaming Area Pilng Pong, Comhole, ring tol 32 Golf Range Net - ------ 33 14 EV Charging Stations Loading Dock for Move- in s 27' 35 36 Chess(Domino Tables Picniic/Diningi gazebo 37 Car Wash Afea some amenities not pictured �fl At 4 B2 q FM, J f 44 od Page 679 of 744 Artin Public Space Art incorporated into prominent public locations • Sculpture of marine inspired theme paying homage to Boynton Beach's main industry • Garage screen on garage west fagade will serve as focal point as you enter The East Boynton Beach District • Requirement - $300,000. Developer will exceed this Requirement *conceptual artistic renderings subject to change =PIERCE 31 8.E. Public Hearing - None 3/9/2023 Requested Action by Commission: Approve request for four (4) Community Design Appeals (CDPA 22- 002, 23-006, 23-007, & 23-008) of Chapter 4, Article 111, Section 6.F.2.c, Freestanding Parking Garages, which prohibits freestanding parking garages from having frontage on any arterial or collector roadway, to allow for alternative design solutions for the freestanding parking garage as proposed, for The Pierce mixed- use project in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. Explanation of Request: The application submitted for the Community Design Appeal (CDPA 22-002, 23-006, 23-007, 23-008) is pursuant to Chapter 4, Article 111, Section 6.F.2.c, Freestanding Parking Garages of the Land Development Regulations (LDR), which prohibits the freestanding parking garage from fronting an arterial or collector roadway. The strict application of the site design standards for a freestanding parking garage, in this instance, would prohibit the garage from this location due to NE 4th Street's classification as a collector roadway. This would require the developer to provide an integrated parking garage wrapped with permitted habitable floor area. However, due to the orientation and geometry of the site, with Dewey Park located at the southwest corner and the developed commercial properties bordering the eastern and northern property boundaries, providing a freestanding parking garage allowed the applicant to optimize the amount of available usable open space for both the public and private residential amenities. In lieu of providing an integrated parking structure, the applicant proposes alternative architectural facade treatments on each elevation (Exhibit C.1) of the parking garage to ensure that the design would resemble habitable floor areas as well as be compatible with the architectural design of the multi -family residential building. The applicant proposes a combination of the following treatments: window openings with metal framing matching the design of the windows used for the multi -family units, raked stucco, and varying roof height. Staff is requiring, as a condition of this Community Design Appeal and of the requested variance that the applicant install an irrigated green wall or similar treatment on the majority of the east elevation of the garage. The Planning & Development Board recommended APPROVAL of this request during the February 6, 2023 meeting. How will this affect city programs or services? This will not affect the City programs or services. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: Staff has reviewed the requests for the Community Design Appeals and recommends DENIAL based on recommendation of denial for the associated variance request ZNCV 23-002. However, should the City Commission approve the applicant's request for a variance for relief from Part 111, Chapter 4, Article 11, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL based on the analysis contained herein, contingent upon City Commission approval of concurrent requests for the New Page 682 of 744 Site Plan, New Master Plan, Rezoning, and Abandonment applications, and satisfying all comments indicated in Exhibit D — Conditions of Approval. Any additional conditions recommended by the Board or City Commission shall be documented accordingly in the Exhibit D. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type D Staff IRE)p.:irt D 1.....ocaflioir: li Map r r r r D Diraiwiir:gs D Diraiwiir:gs D Coindliflioir s of Ippirovaill D C:: E)V(.)lk)�PrT1Esir1t f firdE)r Description Staff IRE)p .:ir t Exhibit A 1.....oca bola li Map 1:: xh: ilbif Il: 1 Appicaint Jl UlStiflicaflioin Sfa tEf irm'I:f (North Il:::::. E)Va1tlk)1[':) 1:: xh: ilbif II: 2 Appicaint J UlStiflicaflioin Sfa tE)irT1asiraf (East IC:::::.Ila)Va:1flk)1['1) 1:: xh: ilbif 11::x.3 Appicaint J UlStiflicaflioin Sfa tEf irm'I of (SOLAth IC:::::.Ila)Va:1flk)1[':) C:: xh: ilbif IC: ppica int J UlStiflicaflioin Sfa tE)irT1asiraf (V'VE)St IC:::::. E)Va1tlk)1['1) C:: xh: ilbif C.. f Flairlkiir g (::)airagE) IC:::::. E)Va1tlk)1['1S C:: xh: ilbif C.2 Silas Rain air:d Silas IDa to Exhibit ID Coindliflioirs of Ippirovaill C: E)V(.)llo prT1asir:f f firdE)r Page 683 of 744 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-011 STAFF REPORT TO: Chair and Members Planning and Development Board THRU: Amanda B. Radigan, AICP, LEED AP Planning and Zoning Director ,Acle FROM: Craig Pinder, Planner II DATE: January 18, 2023 PROJECT NAME: The Pierce (CDPA 22-002, 23-006, 23-007, & 23-008) REQUEST: Approval of four (4) Community Design Appeal requests (CDPA 22-002, 23-006, 23-007, & 23-008) for Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages, prohibiting freestanding parking garages from having frontage on any arterial or collector roadway, to allow for alternative design solutions for the freestanding parking garage as proposed. Property Owner: Boynton Beach CRA, BB QOZ LLC, & City of Boynton Beach Applicant: BB QOZ, LLC Agent: Rebecca Zissel/Sachs Sax Caplan, P.L. Location: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue (Exhibit A). Site Details: The applicant has submitted development applications for a Rezoning, New Major Site Plan, and Master Plan, four (4) Community Design Appeals, one Height Exception, and three (3) Abandonments for a mixed-use project known as The Pierce, which proposes an eight -story mixed-use building with 300 multi- family units, approximately 17,089 square feet of commercial space, recreational amenities, parking, and other related site improvements. The total area of the subject properties is 3.04 acres. BACKGROUND AND ANALYSIS The application submitted for the Community Design Appeal (CDPA 22-002, 23-006, 23-007, 23- 008) is pursuant to Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages of the Land Development Regulations (LDR), which prohibits the freestanding parking garage from fronting an arterial or collector roadway. Page 684 of 744 The Pierce (CDPA 22-002, 23-006, 23-007, 23-008) Memorandum No PZ 23-011 Page 2 Any deviation from the exterior building and site design standards is subject to review and approval by the City Commission. As described, the freestanding parking garage is proposed to front NE 4t" Street, classified as a collector roadway in the Comprehensive Plan of the City of Boynton Beach, and accordingly, is the subject of this appeal request. The applicant has submitted a Justification Statement for each elevation of the parking garage (Exhibits B.1, B.2, B.3, & B.4) addressing each of the following review criteria - a) Whether the proposed request will demonstrate consistency with the Comprehensive Plan; b) Whether the proposed request will not significantly detract from the livability or appearance of the city and will be consistent with the established or desired character of the area, or with the redevelopment plan, where applicable; c) On balance, whether the proposed request will be consistent with the purpose of the standard for which a deviation is requested. Granting the request will equally or better meet the purpose of the standard to be appealed; d) Whether the proposed request is intended to save or preserve existing trees or desired flora; e) Whether the proposed request will have adverse environmental impacts that cannot be prevented by the imposition of conditions; fl Whether the proposed request will have an adverse impact on property values of abutting or adjacent land; g) Whether the proposed request will seriously reduce the quality or quantity of light and air available to adjacent properties; h) Whether the proposed request is necessary to further the objectives of the City to assist with economic development and business promotion; and i) Whether the proposed request meets the purpose and intent of these regulations but conflicts with another site development standard or requirement, including sustainable development and green initiatives. The proposed building site totals 3.04 acres, with developed commercial properties to the north and Boynton Beach Boulevard, developed commercial properties to the northeast, Federal Highway to the east, Dewey Park to the southwest, Ocean Avenue to the south and further south a multi -family development AKA 500 Ocean, NE 4t" Street to the west, and further west undeveloped property anticipated to be the future site for the Coastal Link Commuter Station. The proposed mixed-use development is comprised of four (4) structures including two (2) 2 - story restaurants, an eight -floor mixed-use building with the commercial spaces on the ground floor and 300 multi -family units on all levels, one eight -floor freestanding parking garage, and private recreational amenities on the ground floor. As shown on the architectural site plan (Exhibit C.2), the proposed freestanding parking garage is not wrapped with habitable floor area on any elevation, and all elevations are visible from the streets surrounding the site. The strict application of the site design standards for a freestanding parking garage, in this instance, would prohibit the garage from this location due to NE 4t" Street's classification as a collector roadway. This would require the developer to provide an integrated parking garage wrapped with permitted habitable floor area. However, due to the orientation and geometry of the site, with Dewey Park located at the southwest corner and the developed commercial S.\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\HTEX 23-001, CDPA 22-002, 23-006, 23-007, 23-008\CDPA 22-002 23-006 23-007 23-008_Staff Report _Flnal.docx Page 685 of 744 The Pierce (CDPA 22-002, 23-006, 23-007, 23-008) Memorandum No PZ 23-011 Page 3 properties bordering the eastern and northern property boundaries, providing a freestanding parking garage allowed the applicant to optimize the amount of available usable open space for both the public and private residential amenities. Furthermore, pursuant to Part III, Chapter 4, Article VIII, Section 4.b.1 of the Land Development Regulations, the width of NE 4t" Street post land dedication meets the width of a local street (50') rather than a collector street (80'). Therefore, the applicant is proposing the freestanding parking garage to front NE 4t" Street and provide in/egress along the street. In lieu of providing an integrated parking structure, the applicant proposes alternative architectural facade treatments on each elevation (Exhibit C.1) of the parking garage to ensure that the design would resemble habitable floor areas as well as be compatible with the architectural design of the multi -family residential building. The applicant proposes the following treatments for each elevation - North Elevation - The north elevation will incorporate the following architectural design features - window openings with metal framing matching the design of the windows used for the multi- family units, raked stucco, varying roof height, a blank area on the wall to serve as a plane for movie night projections, and vertical landscaping at the base with trees at varying heights to further screen the north elevation-, East Elevation — The east elevation will feature raked stucco, metal window framing (no openings) matching the design of the windows used for the multi -family units, planter boxes with bougainvillea plants on levels two (2) and three (3), vertical landscaping at the base with trees at varying heights to further screen the east elevation. The landscape scheme provided on the east elevation represents a modified urban landscape buffer type 2, which the applicant has submitted a relief application requesting a variance (ZNCV 23-002) to the standards of the urban landscape buffer type 2. Finally, Staff is requiring, as a condition of this Community Design Appeal and of the requested variance that the applicant install an irrigated green wall or similar treatment (Exhibit D — Conditions of Approval). South Elevation — The south elevation will include window openings with metal framing matching the design of the windows used for the multi -family units, raked stucco, accent banding, a portion of the perforated metal screen with a mural design wrapped around the southwest corner of the building from the west elevation extending from the second floor to the top floor level, and a bike and city map themed mural on the ground floor at the southwest corner; West Elevation — The west elevation will include a perforated metal screen extending from the second -floor level to the top floor with a mural and "Welcome to Boynton Beach", bike and city map themed mural, vine screens, a replica of the Harvey E Oyer Jr. Real Estate mural on the ground level, window openings with metal framing matching the design of the windows used for the multi -family units, raked scoring, and accent banding. S.\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\HTEX 23-001, CDPA 22-002, 23-006, 23-007, 23-008\CDPA 22-002 23-006 23-007 23-008_Staff Report _Flnal.docx Page 686 of 744 The Pierce (CDPA 22-002, 23-006, 23-007, 23-008) Memorandum No PZ 23-011 Page 4 These proposed architectural features and landscape material will allow the parking garage elevations to appear as habitable spaces and remain consistent with the architectural design of the multi -family building. RECOMMENDATION Staff has reviewed the requests for the Community Design Appeals and recommends DENIAL based on recommendation of denial for the associated variance request ZNCV 23-002. However, should the City Commission approve the applicant's request for a variance for relief from Part III, Chapter 4, Article II, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL based on the analysis contained herein, contingent upon City Commission approval of concurrent requests for the New Site Plan, New Master Plan, Rezoning, and Abandonment applications, and satisfying all comments indicated in Exhibit D — Conditions of Approval. Any additional conditions recommended by the Board or City Commission shall be documented accordingly in the Exhibit D. S.\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\HTEX 23-001, CDPA 22-002, 23-006, 23-007, 23-008\CDPA 22-002 23-006 23-007 23-008_Staff Report _Flnal.docx Page 687 of 744 Page 688 of 744 Exhibit BA r° a g e I 1 Project Narrative- The Pierce, Community Design Appeal, North Elevation This application for Community Design Appeal for the North Elevation of the parking garage is submitted on behalf of BB QOZ, LLC (the "Applicant") pursuant to Section 4.13 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II. Applications for Rezoning, New Master Plan, New Major Site Plan, Abandonments, Height Exception, and additional Community Design Appeals for the other three elevations of the parking garage are being submitted concurrently. Specifically, the request is for a deviation from Section 6.17 S.2.c of Chapter 4, Article III ("Exterior Building and Site Design Standards") of the Land Development Regulations. This appeal is being requested for processing concurrent with the New Major Site Plan Application for The Pierce. The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. As shown in the plans submitted for site plan approval, the proposed design complies with this standard. Section 6.F.2.c states that freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. It also states that parking garages that front on arterial or collector roadways must be integrated into the development and designed as provided for in Section 6.F.2.d. Based on the traffic engineer's read of the definitions of arterial and collector roadways in the Land Development Regulations, Applicant originally thought that 4th Street would not be classified as an arterial or collector roadway. Accordingly, the design contained a freestanding parking garage. Since 4th Street does in fact qualify as an arterial or collector roadway, Applicant is submitting this application for a Community Design Appeal. The intent of the affected standard is to soften the impact of the garage and provide for continuity in street -level activity. The proposed design meets this intent due to the screening and facade treatment provided as well as the provision a public bike share station component to the 4th street frontage. The design is compatible with the architecture of the adjacent structures within the development. Vertical landscaping at the base will be used to soften the impact and improve the appearance. There will also be a lush landscape buffer. The design of the windows and the color tones will match the multi -family building. There will be a large area to serve as a spot for projecting movie nights as well as public events in the open space area in between Hurricane Alley and the parking structure. As described above, the proposed design would not diminish the practical application of the affected standard. Accordingly, an acceptable design will result. Page 689 of 744 The Pierce- Community Design Appeal, North Elevation A. Consistency With the Comprehensive Plan r'u a g e 12 The Future Land Use Designation of the property is Mixed -Use High (MXH), and the proposed use is consistent with an MXH designation. MXH is intended to provide for vertical or horizontal mixing of land uses within a single site in order to allow development and redevelopment in specific geographic areas of the City that take maximum advantage of existing utility systems and services; promote compact development, safe and pedestrian -friendly streets, and transportation choices. As this property is located East of I-95, the Comprehensive Plan specifically contemplates a high-density residential development. Accordingly, the proposed project is consistent with the Comprehensive Plan in that it is a high-density residential development. The proposed request is also consistent with various objectives and policies in the Future Land Use Element of the Comprehensive Plan, including but not limited to the following: - Comprehensive Plan, Future Land Use Element, Objective 1.8: This is a compact project that promotes a compact urban development pattern and discourages sprawl. - Comprehensive Plan, Future Land Use Element, Policy 1.11.1: Provides multi -family rental housing for a broad range of income groups. - Comprehensive Plan, Future Land Use Element, Objective 1.12 and Policy 1.12.1: Provides workforce housing to maintain a diversified and sustainable City having character and sense of community where people can live and work in the same area. B. Livability, Appearance, Character The proposed request will not significantly detract from the livability or appearance of the city and will be consistent with the established or desired character of the area, or with the redevelopment plan, where applicable. C. Consistency with the Purpose of the Standard The proposed request will be consistent with the purpose of the standard for which a deviation is requested. Granting the request will equally or better meet the purpose of the standard to be appealed. The proposed design has elements that soften the garage and integrate it into the development. The intent of the requirement is to integrate the garage into the development to minimize the visual impact of the garage. Although not fully connected, the garage has a number of features that tie it in to the development. On the North elevation, these features include window openings that match the multi -family building. Accent banding, exterior material colors that also match the multi- family building D. Trees or Fauna A robust landscape buffer with hedges, groundcover and large palm trees lines the entire north facade. Page 690 of 744 The Pierce- Community Design Appeal, North Elevation F'u a g e 13 E. Environmental Impacts The proposed request will not have adverse environmental impacts. To the contrary, it will have positive environmental impacts by allowing for the proposed development, which has a number of environmentally friendly features, including open space that exceeds the minimum for the development by over 30%. An enclosed parking structure minimizes negative impact of street parking spaces and the entire facade conceals the appearance of vehicles completely. An entirely white exterior facade helps to reduce heat island impacts. Heat island impact is reduced as well by utilizing structured parking, rather than surface parking. F. Impact on Property Values The proposed request will not have an adverse impact on property values of abutting or adjacent land. In fact, we expect it to positively impact property values by housing over 400 new residents with disposable incomes to help support nearby businesses. The Pierce will add 300 apartment units with state-of-the-art amenities, secure resident parking, interactive public spaces, restaurant, retail and office use including public parking. The Pierce will create a new live -work -play destination in East Boynton Beach, and by helping catalyze the area, will significantly increase property values. Hurricane Alley will be relocated to the SE corner of E Boynton Beach Blvd and NE 4 1 Street which will offer outdoor seating and dynamic public outdoor space which activates the corner of the street and helps anchor the development along Boynton Beach Boulevard. This mainstay business will positively impact property values by legitimizing Boynton Beach Boulevard as a main commercial corridor G. Light and Air The proposed request will not seriously reduce the quality or quantity of light and air available to adjacent properties. The building is naturally ventilated, allowing for air to flow freely through it. Light is minimally impacted as the garage is oriented east -west, and the majority of daytime shadow will be cast internally onto the development itself rather than adjacent properties. H. Objectives of the City Local Spending/Economic Development: The Pierce is adding 300 new households to the community and over 17,000 SF of restaurant/retail/office space which will greatly contribute to the local area spending, business development and investment. Our resident population is comprised of mostly young professionals whose households generate $30K per year in local spending. New residents provide a new client base with disposable income for existing merchants and businesses. The Pierce brings in private investments, benefitting local consultants, workers and tradesman. The addition of a new building will cause landlords to invest Page 691 of 744 The Pierce- Community Design Appeal, North Elevation F'u a g e 14 their resources in improving their properties and create the potential for redevelopment of nearby commercial properties in order to keep pace. Workforce Housing: The Pierce is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point for the City's workforce. As a mixed -income housing development, all tenants will benefit from the same luxury finishes and amenities, regardless of income. The restricted units will be split into tiers where 3.8% of the total units are rented to tenants that earn between 60%-80% of the AMI; 23.1% rented to tenants that earn between 80%-100% of the AMI; 23.1% rented to tenants that earn between 100%-120% of the AMI; and the remaining total rental units being unrestricted. A portion of the units will maintain affordability into perpetuity. Public Parking: The developer has entered into an agreement with the CRA to provide 150 parking spaces located in the Parking Garage for the use by the general public for enhancement of the downtown in furtherance of the CRA's 2016 Community Redevelopment Plan. Relocation of Existing Businesses (Hurricane Alley): Hurricane Alley restaurant and bar will be relocated to a new 4,500SF building along Boynton Beach Boulevard. This agreement between the developer and the restaurant owner ensures the longevity of this institution and maintains jobs for its employees. Hurricane Alley will front one of Boynton Beach's primary commercial corridors and serve as an anchor to the development establishing a vibrant presence on the north edge of the property. Creation of New Tax Base: The project will be constructed on underutilized and largely vacant property, which creates very little property tax generation to the City. The investment will create a substantial amount of new tax revenue for the City. L Other Standards and Requirements The proposed request does not present any conflicts with other site development standards and requirements. The development will meet the sustainability criteria, as described in the Master Plan and Site Plan narratives. Page 692 of 744 Exhibit B.2 r° a g e i 1 Project Narrative- The Pierce, Community Design Appeal, East Elevation This application for Community Design Appeal for the East Elevation of the parking garage is submitted on behalf of BB QOZ, LLC (the "Applicant") pursuant to Section 4.13 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II. Applications for Rezoning, New Master Plan, New Major Site Plan, Abandonments, Height Exception, and additional Community Design Appeals for the other three elevations of the parking garage are being submitted concurrently. Specifically, the request is for a deviation from Section 6.17 S.2.c of Chapter 4, Article III ("Exterior Building and Site Design Standards") of the Land Development Regulations. This appeal is being requested for processing concurrent with the New Major Site Plan Application for The Pierce. The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. As shown in the plans submitted for site plan approval, the proposed design complies with this standard. Section 6.F.2.c states that freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. It also states that parking garages that front on arterial or collector roadways must be integrated into the development and designed as provided for in Section 6.F.2.d. Based on the traffic engineer's read of the definitions of arterial and collector roadways in the Land Development Regulations, Applicant originally thought that 4th Street would not be classified as an arterial or collector roadway. Accordingly, the design contained a freestanding parking garage. Since 4th Street does in fact qualify as an arterial or collector roadway, Applicant is submitting this application for a Community Design Appeal. The intent of the affected standard is to soften the impact of the garage and provide for continuity in street -level activity. The proposed design meets this intent due to the screening and facade treatment provided as well as the provision of a public bike share station component to the 4th street frontage. The design is compatible with the architecture of the adjacent structures within the development. Vertical landscaping at the base will be used to soften the impact and improve the appearance. The color tones will match the multi -family building. Despite not having openings on this elevation, the same window trims, and stucco treatments will be applied so that the appearance matches the rest of the facade. As described above, the proposed design would not diminish the practical application of the affected standard. Accordingly, an acceptable design will result. Page 693 of 744 The Pierce- Community Design Appeal, East Elevation A. Consistency With the Comprehensive Plan r'u a g e 12 The Future Land Use Designation of the property is Mixed -Use High (MXH), and the proposed use is consistent with an MXH designation. MXH is intended to provide for vertical or horizontal mixing of land uses within a single site in order to allow development and redevelopment in specific geographic areas of the City that take maximum advantage of existing utility systems and services; promote compact development, safe and pedestrian -friendly streets, and transportation choices. As this property is located East of I-95, the Comprehensive Plan specifically contemplates a high-density residential development. Accordingly, the proposed project is consistent with the Comprehensive Plan in that it is a high-density residential development. The proposed request is also consistent with various objectives and policies in the Future Land Use Element of the Comprehensive Plan, including but not limited to the following: - Comprehensive Plan, Future Land Use Element, Objective 1.8: This is a compact project that promotes a compact urban development pattern and discourages sprawl. - Comprehensive Plan, Future Land Use Element, Policy 1.11.1: Provides multi -family rental housing for a broad range of income groups. - Comprehensive Plan, Future Land Use Element, Objective 1.12 and Policy 1.12.1: Provides workforce housing to maintain a diversified and sustainable City having character and sense of community where people can live and work in the same area. B. Livability, Appearance, Character The proposed request will not significantly detract from the livability or appearance of the city and will be consistent with the established or desired character of the area, or with the redevelopment plan, where applicable. C. Consistency with the Purpose of the Standard The proposed request will be consistent with the purpose of the standard for which a deviation is requested. Granting the request will equally or better meet the purpose of the standard to be appealed. The proposed design has elements that soften the garage and integrate it into the development. The intent of the requirement is to integrate the garage into the development to minimize the visual impact of the garage. Although not fully connected, the garage has a number of features that tie it in to the development. On the East elevation, these features include window openings that match the multi -family building. Accent banding, exterior material colors that also match the multi- family building D. Trees or Fauna A modified urban landscape buffer has been applied to this facade, including continuous hedges, tall palm and cocoplum trees spaced at approximately 10'-0" on center. The first three levels of Page 694 of 744 The Pierce- Community Design Appeal, East Elevation F'u a g e 13 the east facade will also incorporate a green treatment in the form of planter boxes with lush bougainvillea with an integrated drip irrigation system to maintain longevity of the proposed fauna. E. Environmental Impacts The proposed request will not have adverse environmental impacts. To the contrary, it will have positive environmental impacts by allowing for the proposed development, which has a number of environmentally friendly features, including open space that exceeds the minimum for the development by over 30%. An enclosed parking structure minimizes negative impact of street parking spaces and the entire facade conceals the appearance of vehicles completely. An entirely white exterior facade helps to reduce heat island impacts. Heat island impact is reduced as well by utilizing structured parking, rather than surface parking. F. Impact on Property Values The proposed request will not have an adverse impact on property values of abutting or adjacent land. In fact, we expect it to positively impact property values by housing over 400 new residents with disposable incomes to help support nearby businesses. The Pierce will add 300 apartment units with state-of-the-art amenities, secure resident parking, interactive public spaces, restaurant, retail and office use including public parking. The Pierce will create a new live -work -play destination in East Boynton Beach, and by helping catalyze the area, will significantly increase property values. Hurricane Alley will be relocated to the SE corner of E Boynton Beach Blvd and NE 4 1 Street which will offer outdoor seating and dynamic public outdoor space which activates the corner of the street and helps anchor the development along Boynton Beach Boulevard. This mainstay business will positively impact property values by legitimizing Boynton Beach Boulevard as a main commercial corridor G. Light and Air The proposed request will not seriously reduce the quality or quantity of light and air available to adjacent properties. The building is naturally ventilated, allowing for air to flow freely through it. Light is minimally impacted as the garage is oriented east -west, and the majority of daytime shadow will be cast internally onto the development itself rather than adjacent properties. H. Objectives of the City Local Spending/Economic Development: The Pierce is adding 300 new households to the community and over 17,000 SF of restaurant/retail/office space which will greatly contribute to the local area spending, business development and investment. Our resident population is comprised of mostly young professionals whose households generate $30K per year in local spending. New residents provide a new client base with disposable income Page 695 of 744 The Pierce- Community Design Appeal, East Elevation F'u a g e 14 for existing merchants and businesses. The Pierce brings in private investments, benefitting local consultants, workers and tradesman. The addition of a new building will cause landlords to invest their resources in improving their properties and create the potential for redevelopment of nearby commercial properties in order to keep pace. Workforce Housing: The Pierce is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point for the City's workforce. As a mixed -income housing development, all tenants will benefit from the same luxury finishes and amenities, regardless of income. The restricted units will be split into tiers where 3.8% of the total units are rented to tenants that earn between 60%-80% of the AMI; 23.1% rented to tenants that earn between 80%-100% of the AMI; 23.1% rented to tenants that earn between 100%-120% of the AMI; and the remaining total rental units being unrestricted. A portion of the units will maintain affordability into perpetuity. Public Parking: The developer has entered into an agreement with the CRA to provide 150 parking spaces located in the Parking Garage for the use by the general public for enhancement of the downtown in furtherance of the CRA's 2016 Community Redevelopment Plan. Relocation of Existing Businesses (Hurricane Alley): Hurricane Alley restaurant and bar will be relocated to a new 4,500 SF building along Boynton Beach Boulevard. This agreement between the developer and the restaurant owner ensures the longevity of this institution and maintains jobs for its employees. Hurricane Alley will front one of Boynton Beach's primary commercial corridors and serve as an anchor to the development establishing a vibrant presence on the north edge of the property. Creation of New Tax Base: The project will be constructed on underutilized and largely vacant property, which creates very little property tax generation to the City. The investment will create a substantial amount of new tax revenue for the City. L Other Standards and Requirements The proposed request does not present any conflicts with other site development standards and requirements. The development will meet the sustainability criteria, as described in the Master Plan and Site Plan narratives. Page 696 of 744 Exhibit B.3 Project Narrative- The Pierce, Community Design Appeal, South Elevation This application for Community Design Appeal for the South Elevation of the parking garage is submitted on behalf of BB QOZ, LLC (the "Applicant") pursuant to Section 4.13 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II. Applications for Rezoning, New Master Plan, New Major Site Plan, Abandonments, Height Exception, and additional Community Design Appeals for the other three elevations of the parking garage are being submitted concurrently. Specifically, the request is for a deviation from Section 6.17 S.2.c of Chapter 4, Article III ("Exterior Building and Site Design Standards") of the Land Development Regulations. This appeal is being requested for processing concurrent with the New Major Site Plan Application for The Pierce. The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. As shown in the plans submitted for site plan approval, the proposed design complies with this standard. Section 6.F.2.c states that freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. It also states that parking garages that front on arterial or collector roadways must be integrated into the development and designed as provided for in Section 6.F.2.d. Based on the traffic engineer's read of the definitions of arterial and collector roadways in the Land Development Regulations, Applicant originally thought that 4th Street would not be classified as an arterial or collector roadway. Accordingly, the design contained a freestanding parking garage. Since 4th Street does in fact qualify as an arterial or collector roadway, Applicant is submitting this application for a Community Design Appeal. As described above, the proposed design would not diminish the practical application of the affected standard. Accordingly, an acceptable design will result. A. Consistency With the Comprehensive Plan The Future Land Use Designation of the property is Mixed -Use High (MXH), and the proposed use is consistent with an MXH designation. MXH is intended to provide for vertical or horizontal mixing of land uses within a single site in order to allow development and redevelopment in specific geographic areas of the City that take maximum advantage of existing utility systems and services; promote compact development, safe and pedestrian -friendly streets, and transportation choices. As this property is located East of I-95, the Comprehensive Plan specifically contemplates a high-density residential development. Accordingly, the proposed project is consistent with the Comprehensive Plan in that it is a high-density residential development. The proposed request is also consistent with various objectives and policies in the Future Land Use Element of the Comprehensive Plan, including but not limited to the following: Page 697 of 744 The Pierce- Community Design Appeal, South Elevation u'�i&c 12 - Comprehensive Plan, Future Land Use Element, Objective 1.8: This is a compact project that promotes a compact urban development pattern and discourages sprawl. - Comprehensive Plan, Future Land Use Element, Policy 1.11.1: Provides multi -family rental housing for a broad range of income groups. - Comprehensive Plan, Future Land Use Element, Objective 1.12 and Policy 1.12.1: Provides workforce housing to maintain a diversified and sustainable City having character and sense of community where people can live and work in the same area. B. Livability, Appearance, Character The proposed request will not significantly detract from the livability or appearance of the city and will be consistent with the established or desired character of the area, or with the redevelopment plan, where applicable. C. Consistency with the Purpose of the Standard The proposed request will be consistent with the purpose of the standard for which a deviation is requested. Granting the request will equally or better meet the purpose of the standard to be appealed. The proposed design has elements that soften the garage and integrate it into the development through architectural enhancement and high-quality exterior materials The intent of the requirement is to integrate the garage into the development to minimize the visual impact of the garage. Although not fully connected, the garage has a number of features that tie it in to the development. On the South elevation, these features include window openings that match the multi -family building. Accent banding, exterior material colors that also match the multi- family building D. Trees or Fauna There is no proposed landscape along the South facade as it faces an internal loading courtyard. E. Environmental Impacts The proposed request will not have adverse environmental impacts. To the contrary, it will have positive environmental impacts by allowing for the proposed development, which has a number of environmentally friendly features, including open space that exceeds the minimum for the development by over 30%. An enclosed parking structure minimizes negative impact of street parking spaces and the entire facade conceals the appearance of vehicles completely. An entirely white exterior facade helps to reduce heat island impacts. Heat island impact is reduced as well by utilizing structured parking, rather than surface parking. F. Impact on Property Values The proposed request will not have an adverse impact on property values of abutting or adjacent land. In fact, we expect it to positively impact property values by housing over 400 new residents Page 698 of 744 The Pierce- Community Design Appeal, South Elevation i�" �i " c 13 with disposable incomes to help support nearby businesses. The Pierce will add 300 apartment units with state-of-the-art amenities, secure resident parking, interactive public spaces, restaurant, retail and office use including public parking. The Pierce will create a new live -work -play destination in East Boynton Beach, and by helping catalyze the area, will significantly increase property values. Hurricane Alley will be relocated to the SE corner of E Boynton Beach Blvd and NE 4 I Street which will offer outdoor seating and dynamic public outdoor space which activates the corner of the street and helps anchor the development along Boynton Beach Boulevard. This mainstay business will positively impact property values by legitimizing Boynton Beach Boulevard as a main commercial corridor G. Light and Air The proposed request will not seriously reduce the quality or quantity of light and air available to adjacent properties. The building is naturally ventilated, allowing for air to flow freely through it. Light is minimally impacted as the garage is oriented east -west, and the majority of daytime shadow will be cast internally onto the development itself rather than adjacent properties. Objectives of the City Local Spending/Economic Development The Pierce is adding 300 new households to the community and over 17,000 SF of restaurant/retail/office space which will greatly contribute to the local area spending, business development and investment. Our resident population is comprised of mostly young professionals whose households generate $30K per year in local spending. New residents provide a new client base with disposable income for existing merchants and businesses. The Pierce brings in private investments, benefitting local consultants, workers and tradesman. The addition of a new building will cause landlords to invest their resources in improving their properties and create the potential for redevelopment of nearby commercial properties in order to keep pace. Workforce Housing: The Pierce is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point for the City's workforce. As a mixed -income housing development, all tenants will benefit from the same luxury finishes and amenities, regardless of income. The restricted units will be split into tiers where 3.8% of the total units are rented to tenants that earn between 60%- 80% of the AMI; 23.1% rented to tenants that earn between 80%- 100% of the AMI; 23.1% rented to tenants that earn between 100%-120% of the AMI; and the remaining total rental units being unrestricted. A portion of the units will maintain affordability into perpetuity. Public Parking Page 699 of 744 The Pierce- Community Design Appeal, South Elevation i�" �i " c 14 The developer has entered into an agreement with the CRA to provide 150 parking spaces located in the Parking Garage for the use by the general public for enhancement of the downtown in furtherance of the CRA's 2016 Community Redevelopment Plan. Relocation of Existing Businesses (Hurricane Alley) Hurricane Alley restaurant and bar will be relocated to a new 4,500SF building along Boynton Beach Boulevard. This agreement between the developer and the restaurant owner ensures the longevity of this institution and maintains jobs for its employees. Hurricane Alley will front one of Boynton Beach's primary commercial corridors and serve as an anchor to the development establishing a vibrant presence on the north edge of the property. Creation of New Tax Base: The project will be constructed on underutilized and largely vacant property, which creates very little property tax generation to the City. The investment will create a substantial amount of new tax revenue for the City. H. Other Standards and Requirements The proposed request does not present any conflicts with other site development standards and requirements. The development will meet the sustainability criteria, as described in the Master Plan and Site Plan narratives. Page 700 of 744 Exhibit B.4 ° I Project Narrative- The Pierce, Community Design Appeal, West Elevation This application for Community Design Appeal for the West Elevation of the parking garage is submitted on behalf of BB QOZ, LLC (the "Applicant") pursuant to Section 4.13 of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article II. Applications for Rezoning, New Master Plan, New Major Site Plan, Abandonments, Height Exception, and additional Community Design Appeals for the other three elevations of the parking garage are being submitted concurrently. Specifically, the request is for a deviation from Section 6.17 S.2.c of Chapter 4, Article III ("Exterior Building and Site Design Standards") of the Land Development Regulations. This appeal is being requested for processing concurrent with the New Major Site Plan Application for The Pierce. The Code provides for the Community Design Appeal process to allow for flexibility and alternative ways to meet the intent of the Code to yield high quality design, architectural detail, and visual interest without negative impacts to the subject site or surrounding properties. As shown in the plans submitted for site plan approval, the proposed design complies with this standard. Section 6.F.2.c states that freestanding parking garages are allowed within the Mixed -Use (Urban) Districts provided they do not have frontage on any arterial or collector roadway. It also states that parking garages that front on arterial or collector roadways must be integrated into the development and designed as provided for in Section 6.F.2.d. Based on the traffic engineer's read of the definitions of arterial and collector roadways in the Land Development Regulations, Applicant originally thought that 4th Street would not be classified as an arterial or collector roadway. Accordingly, the design contained a freestanding parking garage. Since 4th Street does in fact qualify as an arterial or collector roadway, Applicant is submitting this application for a Community Design Appeal. The intent of the affected standard is to soften the impact of the garage and provide for continuity in street -level activity. The proposed design meets this intent due to the screening and facade treatment provided as well as the provision of a public bike share station component to the 4th street frontage. The design is compatible with the architecture of the adjacent structures within the development. The base of the parking garage will have a bike -themed and city map mural element at the base, along with decorative metal fencing. Additionally, on the South elevation, there will be horizontal projections and overhangs on the second floor to provide shading over a portion of the pedestrian walkways. On the primary corners of the parking garage, there will be a vertical perforated metal screen with a "Welcome to Boynton Beach" image that is integrated within the screen element. The screen will also have imagery of sailfish to match the City crest. This goes all the way up from the second floor of the building to mimic the corner projections on the multi -family building. The sign will serve as a landmark and placemaking tool for visitors as they enter the City. An artist will also recreate the existing historic Harvey E. Oyer Insurance sign at ground level. Page 701 of 744 The Pierce- Community Design Appeal, West Elevation i�" �i " c 12 As described above, the proposed design would not diminish the practical application of the affected standard. Accordingly, an acceptable design will result. A. Consistency With the Comprehensive Plan The Future Land Use Designation of the property is Mixed -Use High (MXH), and the proposed use is consistent with an MXH designation. MXH is intended to provide for vertical or horizontal mixing of land uses within a single site in order to allow development and redevelopment in specific geographic areas of the City that take maximum advantage of existing utility systems and services; promote compact development, safe and pedestrian -friendly streets, and transportation choices. As this property is located East of I-95, the Comprehensive Plan specifically contemplates a high-density residential development. Accordingly, the proposed project is consistent with the Comprehensive Plan in that it is a high-density residential development. The proposed request is also consistent with various objectives and policies in the Future Land Use Element of the Comprehensive Plan, including but not limited to the following: - Comprehensive Plan, Future Land Use Element, Objective 1.8: This is a compact project that promotes a compact urban development pattern and discourages sprawl. - Comprehensive Plan, Future Land Use Element, Policy 1.11.1: Provides multi -family rental housing for a broad range of income groups. - Comprehensive Plan, Future Land Use Element, Objective 1.12 and Policy 1.12.1: Provides workforce housing to maintain a diversified and sustainable City having character and sense of community where people can live and work in the same area. B. Livability, Appearance, Character The proposed request will not significantly detract from the livability or appearance of the city and will be consistent with the established or desired character of the area, or with the redevelopment plan, where applicable. C. Consistency with the Purpose of the Standard The proposed request will be consistent with the purpose of the standard for which a deviation is requested. Granting the request will equally or better meet the purpose of the standard to be appealed. The proposed design has elements that soften the garage and integrate it into the development. The intent of the requirement is to integrate the garage into the development to minimize the visual impact of the garage. Although not fully connected, the garage has a number of features that tie it in to the development. On the West elevation, these features include window openings that match the multi -family building. Accent banding, exterior material colors that also match the multi- family building D. Trees or Fauna Page 702 of 744 The Pierce- Community Design Appeal, West Elevation i�" �i " c 13 Street trees and a green screen along the base of a portion of the garage is located on the west side E. Environmental Impacts The proposed request will not have adverse environmental impacts. To the contrary, it will have positive environmental impacts by allowing for the proposed development, which has a number of environmentally friendly features, including open space that exceeds the minimum for the development by over 30%. An enclosed parking structure minimizes negative impact of street parking spaces and the entire facade conceals the appearance of vehicles completely. An entirely white exterior facade helps to reduce heat island impacts. Heat island impact is reduced as well by utilizing structured parking, rather than surface parking. F. Impact on Property Values The proposed request will not have an adverse impact on property values of abutting or adjacent land. In fact, we expect it to positively impact property values by housing over 400 new residents with disposable incomes to help support nearby businesses. The Pierce will add 300 apartment units with state-of-the-art amenities, secure parking, interactive public spaces, restaurant, retail and office use including public parking. The Pierce will create a new live -work -play destination in East Boynton Beach, and by helping catalyze the area, will significantly increase property values. Hurricane Alley will be relocated to the SE corner of E Boynton Beach Blvd and NE 4th Street which will offer outdoor seating and dynamic public outdoor space which activates the corner of the street and helps anchor the development along Boynton Beach Boulevard. This mainstay business will positively impact property values by legitimizing Boynton Beach Boulevard as a main commercial corridor G. Light and Air The proposed request will not seriously reduce the quality or quantity of light and air available to adjacent properties. The building is naturally ventilated, allowing for air to flow freely through it. Light is minimally impacted as the garage is oriented east -west, and the majority of daytime shadow will be cast internally onto the development itself rather than adjacent properties. H. Objectives of the City Local Spending/Economic Development: The Pierce is adding 300 new households to the community and over 17,000 SF of restaurant/retail/office space which will greatly contribute to the local area spending, business development and investment. Page 703 of 744 The Pierce- Community Design Appeal, West Elevation i�" �i " c 14 Our resident population is comprised of mostly young professionals whose households generate $30K per year in local spending. New residents provide a new client base with disposable income for existing merchants and businesses. The Pierce brings in private investments, benefitting local consultants, workers and tradesman. The addition of a new building will cause landlords to invest their resources in improving their properties and create the potential for redevelopment of nearby commercial properties in order to keep pace. Workforce Housing: The Pierce is the first luxury apartment building constructed in east Boynton Beach with Class A features and amenities at an attainable price -point for the City's workforce. As a mixed -income housing development, all tenants will benefit from the same luxury finishes and amenities, regardless of income. The restricted units will be split into tiers where 3.8% of the total units are rented to tenants that earn between 60%- 80% of the AMI; 23.1% rented to tenants that earn between 80%- 100% of the AMI; 23.1% rented to tenants that earn between 100%-120% of the AMI; and the remaining total rental units being unrestricted. A portion of the units will maintain affordability into perpetuity. Public Parking: The developer has entered into an agreement with the CRA to provide 150 parking spaces located in the Parking Garage for the use by the general public for enhancement of the downtown in furtherance of the CRA's 2016 Community Redevelopment Plan. Relocation of Existing Businesses (Hurricane Alley) Hurricane Alley restaurant and bar will be relocated to a new 4,500SF building along Boynton Beach Boulevard. This agreement between the developer and the restaurant owner ensures the longevity of this institution and maintains jobs for its employees. Hurricane Alley will front one of Boynton Beach's primary commercial corridors and serve as an anchor to the development establishing a vibrant presence on the north edge of the property. Creation of New Tax Base: The project will be constructed on underutilized and largely vacant property, which creates very little property tax generation to the City. The investment will create a substantial amount of new tax revenue for the City. L Other Standards and Requirements The proposed request does not present any conflicts with other site development standards and requirements. The development will meet the sustainability criteria, as described in the Master Plan and Site Plan narratives. Page 704 of 744 o I NOT FOR CONSTRUCTION "I I J) 115 Is l' 6 1 m � _ -0M p >m _ m -0m Z D M < D D z� 70r m D zK 71; `-Tn °= PQ, ��ge ^' 7 cn o 'I it i i i i i i i i i i i i i i i it it (I �l A ISI I�lI NOT FOR CONSTRUCTION j - - nT z mv m r iju0 M" �M >m _ _ m -0 -0M p -07 A oD �D o m � a r z Dczi� m mT rQ, Forge 7 07 + p M" AAFFILIATED QMRINKA+ (0 0 Revisions SITE PLAN APPROVAL THE PIERCE ARCHITECTURAL SITE PLAN & SITE DATA EXHIBIT "D" Conditions of Approval Project Name: The Pierce Community Design Appeals File number: CDPA 22-002, 23-006, 23-007, 23-008 Reference: 41h review of plans identified as a New Maior Site Plan and New Master Plan with a January 10, 2023 Planning and Zoning Department date stamp marking. DEPARTMENTS INCLUDE REJECT PLANNING AND ZONING Comments: 1. Parked vehicles shall be effectively screened from view. The intent is to ensure that parked vehicles are not able to be seen, and the appearance of habitable floor area must be maintained. X 2. An irrigated green wall or similar landscape treatment is required on the east elevation of the garage. The treatment is to occupy a minimum of 50% of thee fa ade. X PLANNING & DEVELOPMENT BOARD CONDITIONS Comments: No Comments CITY COMMISSION CONDITIONS Comments: To be determined. Page 708 of 744 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: APPLICANT: APPLICANT'S ADDRESS The Pierce (CDPA 22-002, 23-006, 23-007, 23-008) BB QOZ, LLC. 613 NW 3RD AVENUE, SUITE 104, FORT LAUDERDALE, FLORIDA 33311 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: March 7, 2023 APPROVAL SOUGHT: Approval of four (4) Community Design Appeal requests (CDPA 22-002, 23- 006, 23-007, & 23-008) for Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages, prohibiting freestanding parking garages from having frontage on any arterial or collector roadway, to allow for alternative design solutions for the freestanding parking garage as proposed. LOCATION OF PROPERTY: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue. DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER was presented to the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the approval sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: Application for the approval sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant X HAS HAS NOT established by substantial competent evidence a basis for the approval requested. 3. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included." 4. The Applicant's request is hereby X GRANTED subject to the conditions referenced in paragraph 3 above. DENIED 5. This Order shall take effect immediately upon issuance by the City Clerk. 6. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other: DATED: City Clerk S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\CDPA 22-002, 23-006, 23-007, 23-008\Development Order\CDPA 22-002 23-006 23-007 23-008 DO.doc Page 709 of 744 8. F. Public Hearing - None 3/9/2023 Requested Action by Commission: Approve request for Height Exception (HTEX 23-001) to allow the freestanding parking garage egress staircase of the The Pierce mixed-use project to be constructed at 77 feet 11 inches, 2 feet 11 inches above the maximum allowable height of 75 feet in the MU -C (Mixed -Use Core) zoning district. Applicant/Agent: Jeffery Burns, Affiliated Development. Explanation of Request: The applicant is requesting approval of the proposed freestanding parking garage to be 77 feet 11 inches in height rather than a maximum of 75 feet, as required in Chapter 4, Article 111, Section 6.F.2.c. The purpose of C. Height Exception (Chapter 2, Article 11, Section. Relief) is to allow for certain eligible building appurtenances and structures, erected or located on top of or within a building, to exceed the maximum building height allowed by the respective zoning district upon demonstrating compliance with the review criteria. The requested height exception will allow for the required egress staircase, located at the northwest corner of the building, to extend 2 feet above the maximum allowed height of 75 feet for a total structure height of 77 feet, and is not intended to circumvent the maximum height allowed for the freestanding parking garage. The remainder of the freestanding parking garage complies with the maximum allowable height. In addition, the maximum allowed building height within the Mixed Use -Core zoning district is 150 feet, therefore, the proposed height of the egress staircase would not have any negative impacts on surrounding properties. The Planning & Development Board recommended APPROVAL of this request during the February 6, 2023 meeting. How will this affect city programs or services? This will not affect City program or services. Fiscal Impact: There will no fiscal impact to the budget for this item. Alternatives: Staff has reviewed the requests for the Height Exception and recommends DENIAL based on the recommendation of denial for the associated variance request ZNCV 23-002. However, should the City Commission approve the applicant's request for a variance for relief from Part 111, Chapter 4, Article 11, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL of the Height Exception request contingent upon City Commission approval of concurrent requests for the New Major Site Plan, New Master Plan, Rezoning, and Abandonment applications, and satisfying all comments indicated in Exhibit D — Conditions of Approval. Any additional conditions recommended by the Board or City Commission shall be documented accordingly in the Exhibit D. Strategic Plan: Strategic Plan Application: N/A Page 710 of 744 Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type D Staff IRE)port D I ocaboin li ap D Exhibit D D ings D Coindboins of Appirov,-,.ill D C:: OrdE)r Description Staff IRE)port Exhibit A I ocaboin li ap Exhibit IB Appicaint J LAStificaboin StatEKTIEsIlnt Exhibit C Flarkiing (3)aragE)EE)V,.-.1b01['1S Exhibit ID Coindboins of Appirov,-,.Ill is E)V(.)lopirTIENI'lt OrdE)r Page 711 of 744 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-010 STAFF REPORT TO: Chair and Members Planning and Development Board THRU: Amanda B. Radigan, AICP, LEED AP Planning and Zoning Director FROM: Craig Pinder, Planner II DATE: January 18, 2023 PROJECT NAME: The Pierce Height Exception (HTEX 23-001) REQUEST: Approval of a Height Exception (HTEX 23-001) for Chapter 4, Article III, Section 6.F.2.c to exceed the maximum height of 75 feet for a freestanding parking garage to allow for a height of 77 feet 11 inches for an egress staircase. Property Owner: Boynton Beach CRA, BB QOZ LLC, & City of Boynton Beach Applicant: BB QOZ, LLC Agent: Jeffery Burns, Affiliated Development Rebecca Zissel, Sachs Sax Caplan, P.L. Location: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue (see Exhibit A: Location Map) Site Details: The applicant has submitted development applications for a Rezoning, New Major Site Plan, and Master Plan, four (4) Community Design Appeals, one Height Exception, and three (3) Abandonments for a mixed-use project known as The Pierce, which proposes an eight -story mixed-use building with 300 multi- family units, approximately 17,089 square feet of commercial space, recreational amenities, parking, and other related site improvements. The total area of the subject properties is 3.04 acres BACKGROUND AND ANALYSIS The application submitted for a Height Exception (HTEX 23-001) pursuant to Chapter 4, Article III, Section 6.F.2.c, Freestanding Parking Garages of the Land Development Regulations (LDR), which restricts the maximum height of the freestanding parking garage to 75 feet. The applicant is requesting approval of the proposed freestanding parking garage to be 77 feet 11 inches in height rather than a maximum of 75 feet, as required in Chapter 4, Article III, Section 6.F.2.c. The purpose of C. Height Exception (Chapter 2, Article II, Section. Relief) is to Page 712 of 744 The Pierce Height Exception (HTEX 23-001) Memorandum No PZ 23-010 Page 2 allow for certain eligible building appurtenances and structures, erected or located on top of or within a building, to exceed the maximum building height allowed by the respective zoning district upon demonstrating compliance with the review criteria. The applicant is proposing the egress staircase to be at 77 feet and 11 inches, extending 2 feet and 11 inches above the maximum allowed height of 75 feet. The applicant has submitted a Justification Statement for the height exception (See Exhibit B — Justification Statement) addressing each of the following review criteria - a) On the subject site or surrounding properties, whether the height exception would adversely affect any of the following: 1) light and air; 2) property values; 3) the living conditions; or 4) existing or proposed land uses; b) Whether the height exception would be a deterrent to the development or improvement of adjacent properties in accord with existing regulations; c) Whether the height exception would contribute to the architectural character and form of the proposed project; d) Whether the height exception would positively contribute to the city's desired image, streetscape design, or recommendation of any applicable redevelopment plan; e) Whether the height exception would contribute, incentivize, or serve as a catalyst for sustainable development and other green initiatives; fl Whether the height exception is necessary and not proposed in a manner with which the principle objective is to maximize project visibility without concern for architectural or aesthetic integrity; and g) Whether sufficient evidence has been presented to justify the need for a height exception. The requested height exception will allow for the required egress staircase, located at the northwest corner of the building, to extend 2 feet above the maximum allowed height of 75 feet for a total structure height of 77 feet 11 inches, and is not intended to circumvent the maximum height allowed for the freestanding parking garage. The remainder of the freestanding parking garage complies with the maximum allowable height (See Exhibit C — Parking Garage Elevations). In addition, the maximum allowed building height within the Mixed Use -Core zoning district is 150 feet, therefore, the proposed height of the egress staircase would not have any negative impacts on surrounding properties. RECOMMENDATION Staff has reviewed the requests for the Height Exception and recommends DENIAL based on the recommendation of denial for the associated variance request ZNCV 23-002. However, should the City Commission approve the applicant's request for a variance for relief from Part III, Chapter 4, Article II, Section 4.B.3.c Urban Landscape Buffer (Type 2); then staff recommends APPROVAL of the Height Exception request contingent upon City Commission approval of concurrent requests for the New Major Site Plan, New Master Plan, Rezoning, and Abandonment applications, and satisfying all comments indicated in Exhibit D — Conditions of Approval. Any additional conditions recommended by the Board or City Commission shall be documented accordingly in the Exhibit D. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\HTEX 23-001\HTEX 23-001 Staff Report-Final.dou Page 713 of 744 Page 714 of 744 Exhibit B.5 Pro] ect Narrative- The Pierce, Height Exception u, �1 & C 11 This application for Height Exception is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. Applications for Rezoning, New Master Plan, New Major Site Plan, Abandonments, and Community Design Appeals are being submitted concurrently. Pursuant to Section 2.1) of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article 11, this application would seek approval to allow for the staircase and parapet as shown on the enclosed West elevation of the parking garage. The request is a deviation from the maximum allowable height requirement in the MU -C zoning district for building appurtenances and architectural features. This is for the parking garage building. At its maximum, the proposed building is 8 stories, and the height of the building is 72'-11" to parking level 8 from parking level 1 (the lowest floor elevation of the garage) with a parapet that varies in height, but stays under the allowable 5'-0" over the highest parking level, and the height of the required egress staircase is set to be exactly 5'-0" above the highest floor level, at an overall height from parking level 1 of 77'-11". The resident elevators are inside the multi -family building to the south. There is a parking garage public elevator which goes up to level 2.5 for public parking while the resident building is connected at every level. Under the Land Development Regulations, a Height Exception is intended to provide an efficient relief process to allow for certain eligible building appurtenances and structures to exceed the maximum building height allowed by the zoning district upon demonstrating compliance with the applicable review criteria. This application is not intended to circumvent the maximum height allowed for buildings. The Height Exception would allow for the required egress stair to extend greater than five feet above the 75'-0" permitted building for parking structures within the development district. This fits within the purpose and intent of the Land Development Regulations. The design flexibility would allow for the proposed design to proceed. This design provides visual interest and enhancement to the building facade without negatively impacting the subject site and surrounding properties. The application meets the review criteria specified in Section 4 of Chapter 2, Article II of the Land Development Regulations as follows: a. Granting of the Height Exception would not adversely affect any of the following: 1) light and air; 2) property values; 3) the living conditions; or 4) existing or proposed land uses. The location of the proposed parking garage, and specifically the staircase and parapet at issue in this height exception request, ensures that there will be minimal impact on light and air to adjacent properties. The parking garage is located on the western part of the property towards the north. This is furthest from existing residential buildings to the south and east of the property. To the west of the western facade of the parking garage is the railroad tracks. Given this choice of location, as well as the fact that the total height of the parapet and staircase will remain under the 80' maximum allowable for a building of 75' in height, the height exception will not have any adverse impact on any light and air quality. The proposed project replaces underutilized property at a prime location at the corner of Boynton Beach Boulevard and Federal Highway. The Pierce will improve the existing site and add 300 residential units whose tenants will support local commercial uses. The project will also activate the street frontage and add additional commercial tenants to revitalize the area. The additional public parking spaces will also Page 715 of 744 The Pierce- Height Exception Narrative i�" �i " c 12 add to the desirability of future projects in the neighborhood. Accordingly, property values in the area are expected to increase not decrease. Living conditions in the area will also not be adversely affected by the granting of the height exception. As mentioned above, the total height will remain below the maximum permissible in the zoning district. The minor increase for the parapet and/or staircase on the western facade of the parking garage already located on the western side of the property adjacent to the railroad tracks will not directly contribute to any decrease in the living conditions of the area, which will be improved by the overall project and its addition of additional residences, parking, and commercial spaces. The total height and the placement are compatible with existing and potential future buildings in the area. The actual height exception request is minimal, and the location minimizes any potential impact. Accordingly, there will not be adverse impacts on existing or proposed land uses. Based on the above reasoning, the proposed height exception meets the criteria related to lack of adverse impact on 1) light and air; 2) property values; 3) living conditions; and 4) existing or proposed land uses. b. Granting of the Height Exception would not be a deterrent to the development or improvement of adjacent properties in accord with existing regulations. The height exception is requested for the western facade of the parking garage located on the western side of the property. This is the area adjacent to the railroad tracks. The requested height exception is also minimal and involves a total height under what could be built in the area under the land development regulations. Accordingly, the height exception itself would not be a deterrent to the development or improvement of adjacent properties. By contrast, the overall project, which is made possible by the location of the parking garage in the area proposed on the drawings with the maximum parking possible provided, will spur development and improvement of adjacent properties in accord with existing regulations. This new mixed-use development with 300 additional residential units, additional commercial spaces, and public parking, will contribute to the neighborhood and is expected to encourage revitalization of neighboring properties. The new residents will patronize local commercial businesses and provide demand for additional commercial uses. The property will also increase property values and tax revenue, thereby also adding the potential for additional redevelopment. c. Granting of the Height Exception would contribute to the architectural character and form of the proposed project. The height exception request specifically relates to features that are designed in order to improve the design of the building, not detract from it. The parking garage has been designed to blend into the property and contribute to the architectural character and form of the proposed project. By allowing the design as proposed to move forward with the grant of the height exception, the overall visual appeal of the project will be increased. d. Granting of the Height Exception would positively contribute to the city's desired image; streetscape design; or recommendation of any applicable redevelopment plan. The height exception would allow for the development as detailed in the enclosed additional narratives for The Pierce. In addition, after the first submittal and receipt of comments, our team met with staff to redesign the parking garage to further meet the requested design changes and integrate the garage seamlessly into the overall development. The resulting design contributes to the City's desired image and streetscape design. Page 716 of 744 The Pierce- Height Exception Narrative P �i g c 13 e. Granting of the Height Exception would contribute, incentive, and/or serve as a catalyst for sustainable development and other green initiatives. The project design incorporates a number of design elements that contribute to a sustainable development. The enclosed master plan and site plan narratives detail the various sustainable development standards in place for this project. The project also adds a residential component to an existing commercial development that is largely underutilized. It also adds commercial space to an area with several existing large residential properties in the vicinity. These factors both will increase the walkability of the area. f. The Height Exception is necessary and not proposed in a manner with which the objective is to maximize project visibility without concern for architectural or aesthetic integrity. The height exception is necessary to support the mix of uses for the development, which includes public amenities, as well as to provide adequate public parking. It allows for the placement of the parking garage in the area that is the only location to best meet these goals. The height exception is not request only to maximize visibility. Architectural and aesthetics integrity were considered in the design, and the result is a high-quality design that meets the stated goals. These design features add cost to the project but contribute to the aesthetics. g. Sufficient evidence has been presented in the enclosed drawings and narratives to justify the need for a height exception. As details in the enclosed plans and narratives, the height exception is justified. The request itself related to the height exception is minimal and will allow for the project as designed to contribute to the neighborhood and the City. Page 717 of 744 o I NOT FOR CONSTRUCTION "I I J) 115 Is l' 6 1 m � _ -0M p >m m -0m _ Z D m < D z� 70r m D zK 71; `-Tn °= D PQ, �9 rga 7m fJ7 m + 'o 'I it i i i i i i i i i i i i i i i it it (I �l A ISI I�lI NOT FOR CONSTRUCTION j - - nT z mv m r iju0 M" �M _ -07 -0M p >m m _ A �D o m � oD a r z Dczi� m mT N m Forge 7- 07 + :0 M" EXHIBIT "D" Conditions of Approval Project Name: The Pierce File number: HTEX 23-001 Reference: 41h review of plans identified as a New Maior Site Plan and New Master Plan with a January 10, 2023 Planning and Zoning Department date stamp marking. DEPARTMENTS INCLUDE REJECT PLANNING AND ZONING Comments: 1. Approval of the height exception request is contingent upon the approval of all concurrent application for The Pierce Development. X PLANNING & DEVELOPMENT BOARD CONDITIONS Comments: No comments. CITY COMMISSION CONDITIONS Comments: To be determined. Page 720 of 744 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: APPLICANT: APPLICANT'S ADDRESS The Pierce (HTEX 23-001) BB QOZ, LLC. 613 NW 3RD AVENUE, SUITE 104, FORT LAUDERDALE, FLORIDA 33311 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: March 7, 2023 APPROVAL SOUGHT: Approval of a Height Exception (HTEX 23-001) for Chapter 4, Article III, Section 6.F.2.c to exceed the maximum height of 75 feet for a freestanding parking garage to allow for a height of 77 feet 11 inches for an egress staircase. LOCATION OF PROPERTY: Generally located at northwest corner of Ocean Avenue and Federal Highway, extending north to Boynton Beach Boulevard and Federal Highway, extending west to NE 4th Street and Federal Highway, and south to approximately one- half block north of Ocean Avenue. DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER was presented to the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the approval sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: 1. Application for the approval sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant X HAS HAS NOT established by substantial competent evidence a basis for the approval requested. 3. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included." 4. The Applicant's request is hereby X GRANTED subject to the conditions referenced in paragraph 3 above. DENIED 5. This Order shall take effect immediately upon issuance by the City Clerk. 6. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other: DATED: City Clerk S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\HTEX 23-001\Development Order\HTEX 23-001 DO.doc Page 721 of 744 12.A. Legal 3/9/2023 Requested Action by Commission: Proposed Ordinance No. 23-007- First Reading- General Employees Pension - Board Secretary Duties & Long-term Disability Determinations. Explanation of Request: The Employees' Pension Plan (Plan) Board of Trustees (Board) has requested that the City Code be amended to revise the method by which a total and permanent disability is determined prior to the Board approving a disability benefit. The Plan only provides for such determinations to be made by the City's Long Term Disability Company and the Board requested to also enable the City's workers' compensation carrier to also be included in the event they are the party making such determinations rather than the City Long Term Disability Company. As the determination can be made by either provider, depending upon the circumstances, this amendment provides that flexibility. The Board also requested that the Plan be amended to authorize the Board to select and appoint a person or company to serve as the secretary to the Plan. The City Code presently appoints the City Clerk to serve in this capacity. This request seeks to align the Code with present practice by authorizing the City Clerk to delegate this responsibility to the person or company of the Board's choosing, but retaining the City Clerk in this capacity in the event the Board fails to act. This will ensure that the Plan is not left without coverage, but also provides the Plan the ability to select how the secretary position will be service. How will this affect city programs or services? This amendment will ensure the Plan is able to timely and completely process any disability benefits of the members of the Plan. It also serves to ensure the Plan has the services of the secretary position, but will alleviate the City Clerk's Office of the immediate obligation and burden of having to perform this function, aligning the Code with present practice. Fiscal Impact: There is no fiscal impact if adopted. Without this amendment, the Plan would not be able to rely upon determinations of the City's workers' compensation carrier. Additionally, the City Clerk's Office would have to assume providing secretarial services, that it does not presently provide, which could have an impact on the present operations of the City Clerk's Office and the City budget if additional staff were required. Alternatives: In the event a Plan member is injured while on duty and participated in the workers' compensation program, the Plan Board would not be able to rely upon determinations of the City's workers' compensation carrier regarding a member's disability for the purpose of determining disability benefits. As the Plan does not provide an alternative mechanism for such a determination, the Plan would have to be revised to cover such an eventuality. An alternative mechanism could be very costly to the Plan and cumbersome to its members. If the Plan Board were not authorized to select their own secretarial service provider, the City Clerk would be required to perform these services, which it is not presently provided on behalf of the Plan. Strategic Plan: Page 722 of 744 Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type D OrdinainCE) D AttacNrTIENI'lt Description Oir'd�iii'iall'l(�,EsAirTIEsii'id�iii'ig Eirqpk)YE)E)SF'E�111'1§011'1 Oir'd�iii'iall'l(�,EsAirTIEsii'id�iii'ig Eirqpk)YE)E)S PEN11§0111 Flir'E)SE)intbola Page 723 of 744 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ORDINANCE NO. 23-007 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA AMENDING THE EMPLOYEES' PENSION PLAN BY AMENDING ARTICLE II, DIVISION V, BY AMENDING SECTION 18-126 OF THE BOYNTON BEACH CODE OF ORDINANCES, ENTITLED "DISABILITY RETIREMENT BENEFITS;" FURTHER AMENDING SECTION 18-142, ENTITLED "SECRETARY OF BOARD DESIGNATED;" PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR CODIFICATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach ("City") provides defined benefit retirement plans for its employees; and WHEREAS, the City's Employees' Pension Plan ("Plan") provides a disability benefit for members determined to be totally and permanently disabled; and WHEREAS, the Plan presently only permits a determination of total and permanent disability to be made by the City's Long Term Disability Company, and it is desired that such determination alternatively be permitted to be made by the City's workers' compensation carrier as may be applicable; and WHEREAS, the City Clerk is designated to serve as the secretary to Plan; and WHEREAS, the Employees' Pension Plan Board of Trustees ("Board") has requested that the Plan be amended to authorize the Board to select and appoint a person or company to serve as the secretary to the Board; and WHEREAS, City Administration recommends amending Article II, Division V, by amending Section 18-126 and Section 18-142 as more particularly set forth herein below; and 100549773.2 306-90018211 Page I of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 724 of 744 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 WHEREAS, the City Commission has determined that such amendments would be in the best interests of the City and members of the Plan; NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "whereas" clauses are true and correct and are now ratified and confirmed by the City Commission. Section 2. Section 18-126 of Article 11 of Chapter 18 of the City of Boynton Beach's Code of Ordinances is hereby amended as follows: Sec. 18-126. Disability retirement benefits. (a) Any member with less than 10 years of service who receives a medically substantiated injury, disease or disability, which injury, disease or disability totally and permanently disabled him/her to the extent that, in the opinion of the Long Term Disability Company, he/she is unable to perform all the material duties of his/her occupation, and in the event of recovery prior to the otherwise normal retirement date, and return to full-time employment with the City of Boynton Beach, credit for service during the period of disability shall be granted for purposes of subsequent retirement benefits. (b) For purposes of this plan, if the employee is found to be totally and permanently disabled by the city's Long Term Disability Company or Workers' Compensation Carrier, as may be applicable, the employee will be deemed to be totally and permanently disabled under the Plan. If the employee disagrees with the Long Term Disability Company's or Workers' Compensation Carrier's determination, an appeal must be made to the Pension Board in a timely manner. The Board shall conduct a preliminary determination as to whether the member is permanently and totally disabled based upon the written documentation presented. If the Board does not grant the application based on the written documentation, it shall inform the member in writing of the reasons for the denial of the application. The member may, within 30 days of receipt of the Board's preliminary denial, request a full evidentiary hearing before the Board. Said hearing will be conducted consistent with the principles of due process and the rules of evidence generally applicable to administrative proceedings shall apply. The Board shall have the power to issue subpoenas compelling the attendance of witnesses. At said hearing the applicant may present 100549773.2 306-90018211 Page 2 of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 725 of 744 67 such oral and written evidence as the applicant deems necessary to 68 establish its burden of proof. The Board may appoint special counsel as 69 an advocate to cross-examine witnesses and to offer argument in 70 opposition to the application. The attorney for the Board shall not serve 71 both as advocate and as advisor to the Board in the same proceeding. 72 The applicant and the Board shall have the right to examine and cross - 73 examine all witnesses. The decision of the Board shall be based solely 74 upon the evidence presented and the law applicable to this plan. 75 Following the conclusion of the hearing, the Board shall render an 76 opinion in writing setting forth the reasons for the grant or denial of the 77 benefit. In the event the disability is denied, the applicant shall have the 78 right of judicial review by complaint for common law certiorari in the 79 Circuit Court of Palm Beach County. The Board may prescribe rules of 80 procedure to implement the provisions of this plan relating to the 81 conduct of disability hearings. 82 (c) Disability exclusions. No member shall be granted a 83 disability pension upon a showing to the satisfaction of the Board: 84 1. That the disability resulted from an intentionally 85 self-inflicted wound, injury or ailment, or 86 2. That the disability resulted from the use of narcotics, 87 drugs or alcoholic beverages, or 88 3. That the disability resulted from a member's 89 participation or involvement in riot, insurrection or unlawful 90 assembly, or 91 4. That the disability resulted from a member's 92 participation or involvement in the commission of a crime or 93 unlawful act, or 94 5. That the disability resulted from injury or disease 95 sustained by the member while serving in any armed forces. 96 This exclusion does not affect members who have become 97 disabled as a result of intervening military service under the 98 federal Heroes Earnings Assistance and Relief Tax Act of 2008 99 (H.R. 6081; P.L. 110-245). 100 Section 3. Section 18-142 of Article 11 of Chapter 18 of the City of Boynton 101 Beach's Code of Ordinances is hereby amended as follows: 102 Sec. 18-142. Secretary of board designated. 103 The city clerk or deputy clerk shall be secretary to the board 104 under this plan. This responsibility may be delegated by the City Clerk 105 to a person or company as may be selected by the pension board. 100549773.2 306-90018211 Page 3 of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 726 of 744 106 Section 4. All Ordinances or parts of Ordinances, Resolutions, or parts of 107 Resolutions in conflict herewith be and the same are hereby repealed to the extent of such 108 conflict. If any clause, section, or other part or application of the Ordinance shall be held 109 by any court of competent jurisdiction to be unconstitutional or invalid, such 110 unconstitutional or invalid part or application shall be considered as eliminated and so not III effecting the validity of the remaining portions or applications remaining in full force and 112 effect. 113 Section 5. If any clause, section or other part of this Ordinance shall be held 114 by any court of competent jurisdiction to be unconstitutional or invalid, such 115 unconstitutional or invalid part shall be considered as eliminated and in no way affecting 116 the validity of the other provisions of this Ordinance. 117 Section 6. It is the intention of the City Commission of the City of Boynton 118 Beach that the provisions of this Ordinance shall become and be made a part of the Code 119 of Ordinances of the City of Boynton Beach, Florida. The Sections of this Ordinance may 120 be renumbered, relettered, and the word "Ordinance" may be changed to "Section", 121 "Article", or such other word or phrase in order to accomplish such intention. 122 Section 7. This Ordinance shall take effect when all of the following have 123 occurred: 124 a. the City Commission has received and has accepted a report establishing 125 the actuarial soundness of this amendment; and 126 b. the amendment has been sent to the State of Florida Division of 127 Retirement; and 100549773.2 306-90018211 Page 4 of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 727 of 744 128 C. when a collective bargaining agreement ratifying the foregoing 129 amendment to the pension benefits has been ratified by the City 130 Commission and the Broward County Police Benevolent Association, or 131 its successor organization. 132 Upon satisfaction of all of these above requirements, then in that event, the terms 133 and provisions of this Ordinance shall become effective. 134 135 THE REMAINDER OF THIS PAGE HAS 136 BEEN INTENTIONALLY LEFT BLANK 137 100549773.2 306-90018211 Page 5 of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 728 of 744 138 FIRST READING this day of , 2023. 139 SECOND, FINAL READING AND PASSAGE this 140 2023. 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 ATTEST: Maylee DeJesus, MMC City Clerk (Corporate Seal) day of , CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor — Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner — Aimee Kelley VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney YES NO 100549773.2 306-90018211 Page 6 of 6 CODING: Words in type are deletions from existing law; Words in underlined type are additions. Page 729 of 744 Page 730 of 744 Background The City provides a defined benefit retirement plans for employees. Plan only permits a determination of total and permanent disability by the City"s- [IRMO I I V� I; 9 Currently the City Clerk is designated to serve as the secretary to the Plan. Th:; Pension Plan Board of Trustees has requested N be amended to authorize the Board to select and appoint a person or company to serve as secretary (Section 18-142). Recommended Changes The Ci s Long itTerm Disabdi Company and Cit3es workers' y DAY [mermanent disability. Authorize the Board to select and appoint a person or company to =��M 13.A. Future Agenda Items 3/9/2023 Requested Action by Commission: Consider revised local rules for approval. - March 21, 2023 Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 734 of 744 13. B. Future Agenda Items 3/9/2023 Requested Action by Commission: Continue discussion on adding a new sister city, requested by Commissioner Turkin - March 2023 Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 735 of 744 13.C. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 736 of 744 13.D. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 737 of 744 13. E. Future Agenda Items 3/9/2023 Requested Action by Commission: Review Advisory Board Ordinance, requested by Commissioner Kelley. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 738 of 744 13. F. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion regarding future cemetery lots in Boynton Beach, requested by Commissioner Hay - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 739 of 744 13.G. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion for Ordinance regarding tints for paraphernalia shops, requested by Commissioner Turkin - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 740 of 744 13. H. Future Agenda Items 3/9/2023 Requested Action by Commission: Look into lowering or waiving arts impact fees for small businesses, requested by Commissioner Turkin- TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 741 of 744 13.1. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion regarding changing minimum requirements for traffic studies, requested by Commissioner Turkin- TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 742 of 744 13.J. Future Agenda Items 3/9/2023 Requested Action by Commission: Update regarding speedbumps throughout the City, requested by Commissioner Turkin-TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 743 of 744 13. K. Future Agenda Items 3/9/2023 Requested Action by Commission: Discussion regarding bringing more jobs to the City at former ToysRUs site, requested by Commissioner Turkin.- TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 744 of 744