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R26-085 RESOLUTION NO. R26-085 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 2 BEACH, FLORIDA, APPROVING A SINGLE SOURCE PROFESSIONAL 3 SERVICE AGREEMENT WITH HARTMAN CONSULTANTS, LLC FOR 4 UTILITY MANAGEMENT CONSULTING SERVICES TO PROVIDE A 5 VALUATION REPORT FOR WATER, WASTEWATER, AND RECLAIMED 6 WATER FACILITIES IN AN AMOUNT NOT TO EXCEED $75,000, AND 7 APPROVING A SINGLE SOURCE PROFESSIONAL SERVICE AGREEMENT 8 WITH RYPER WATER ANALYTICS FOR FINANCIAL CONSULTING 9 SERVICES FOR WATER AND WASTEWATER SYSTEM ESTIMATE OF 10 PROBABLE VALUE USING THE INCOME APPROACH IN AN AMOUNT 11 NOT TO EXCEED $95,060; APPROVING A BUDGET TRANSFER FOR 12 FUTURE TASKS TO COMPLETE THE VALUATION,IN THE AMOUNT NOT 13 TO EXCEED $300,000; AND FOR ALL OTHER PURPOSES. 14 15 WHEREAS, Procurement Services has reviewed the justification memorandum submitted 16 by the Utilities Department dated April 24, 2026, and finds that the engagement of Ryper Water 17 Analytics and Hartman Consultants LLC is consistent with the City's Procurement Policy under two 18 applicable provisions; and 19 WHEREAS, the engagement qualifies under the Consultant and Professional Services 20 provision, which permits contracts for professionals requiring specialty training in the sciences or 21 holding professional licenses or certifications, including management consulting and real estate 22 appraisal, to be entered into without a competitive solicitation, provided that qualifications, work 23 history, and other relevant data are reviewed prior to contract execution. Both Ryper Water 24 Analytics and Hartman Consultants provide specialized professional services within these 25 categories. Ryper Water Analytics performs advanced financial modeling, NPV forecasting, and 26 rate consulting requiring specialized expertise in utility finance, and Hartman Consultants provides 27 utility system valuation services under the direction of a seasoned utility engineer and appraiser 28 with extensive credentials and experience. Procurement has reviewed the qualifications and work 29 history of both firms and finds them suitable for the proposed scopes of work; and 30 WHEREAS, the engagement also meets the criteria for a Single Source Purchase, which 31 allows an award without competition when selecting a single vendor is determined to be most 32 advantageous to the City. As detailed in the Utilities Department's justification memorandum, 33 Ryper Water Analytics holds unique institutional knowledge of the City's utility financial structure RESOLUTION NO. R26-085 34 through its existing role as the City's rate consultant, and engaging any alternative firm would 35 result in duplicative work, unnecessary costs, and schedule delays. Hartman Consultants brings 36 highly specialized utility valuation expertise not readily available through other firms. The 37 consistency and interdependency of the two scopes further support the single-source 38 determination; and 39 WHEREAS, the preliminary report will be followed by a full appraisal if authorized in the 40 future, with the total cost of the valuation effort not to exceed $300,000; and 41 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 42 best interests of the City's citizens and residents to approve a Single Source Professional Service 43 Agreement with Hartman Consultants, LLC for Utility Management Consulting Services to provide 44 a valuation report for water,wastewater, and reclaimed water facilities in an amount not to exceed 45 $75,000, approve a Single Source Professional Service Agreement with Ryper Water Analytics for 46 Financial Consulting Services for water and wastewater system estimate of probable value using 47 the Income Approach in an amount not to exceed $95,060, and approve a budget transfer for 48 future tasks to complete the valuation, in the amount not to exceed $300,000. 49 50 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 51 BEACH, FLORIDA, THAT: 52 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 53 being true and correct and are hereby made a specific part of this Resolution upon adoption. 54 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 55 approve a Single Source Professional Service Agreement with Hartman Consultants, LLC for Utility 56 Management Consulting Services to provide a valuation report for water, wastewater, and 57 reclaimed water facilities in an amount not to exceed $75,000, in form and substance similar to 58 that attached as Exhibit A. 59 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 60 approve a Single Source Professional Service Agreement with Ryper Water Analytics for Financial 61 Consulting Services for water and wastewater system estimate of probable value using the Income RESOLUTION NO. R26-085 62 Approach in an amount not to exceed $95,060, in form and substance similar to that attached as 63 Exhibit B. 64 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 65 authorizes the City Manager and the Mayor to execute the Agreements. The City Manager and 66 Mayor are further authorized to execute any ancillary documents required under the Agreements 67 or necessary to accomplish the purposes of the Agreements, including any term extensions as 68 provided in the Agreements, provided such documents do not modify the financial terms or 69 material terms. 70 SECTION 5. The City Clerk shall retain the fully executed Agreements as a public record 71 of the City. A copy of the fully executed Agreements shall be provided to Theresa Gonzalez to 72 forward to the Consultants. 73 SECTION 6. The City Commission of the City of Boynton Beach, Florida, hereby approves 74 a budget transfer for future tasks to complete the valuation, in the amount not to exceed 75 $300,000. 76 SECTION 7. This Resolution shall take effect in accordance with the law. 77 [SIGNATURES ON THE FOLLOWING PAGE] 78 RESOLUTION NO. R26-085 79 PASSED AND ADOPTED this k day of a-U 2026. 80 CITY OF BOYNTON BEACH, FLORIDA 81 YES NO 82 Mayor— Rebecca Shelton 83 84 Vice-Mayor—Thomas Turkin ✓ 85 86 Commissioner—Angela Cruz 87 88 Commissioner— Mack McCray 89 90 Commissioner—Aimee Kelley 91 92 VOTE b 'O 93 ATTEST: 94 95 Vt 96 Tammy StanzAne, CMC Rebecca Shelton 97 Interim City Clerk Mayor 98 99 APPROVED AS TO FORM: 100 (Corporate Seal) ---cONTON``‘% 101 i a.G� 61;;TF•••� 11 1 102 �; SEAL :s ', 103 ;INCORPORATED Shawna G. Lamb 104 1920 • City Attorney 1 �`�� FLOR\OP� 4T0 ` o Lro AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND HARTMAN CONSULTANTS LLC, FOR UTILITY MANAGEMENT CONSULTING / PROFESSIONAL SERVICES This Agreement is made as of this 1i day of May , 2026, by and between Hartman Consultant, LLC, a Florida limited liability company, with a principal address of 1580 Bryan Avenue, Winter Park, FL 32789, hereinafter referred to as "Consultant," and the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the City of Boynton Beach desires to obtain a Consulting Valuation Report (CVR) to assess the preliminary fair market value of its utility system through cost, income, and market approaches, reconciled into a unified valuation, without the need for a full formal appraisal at this time; and WHEREAS,the Consultant will provide a formal valuation report to the City with their findings and do a presentation for City Management and City Commission as needed; and WHEREAS, the City requires the Utility Management Consulting services to facilitate discussions between Palm Beach County and the City regarding a potential future relationship, including the development of preliminary terms and conditions and a draft franchise agreement; and WHEREAS, this professional service meets the City's procurement exemption of Consultant and Professional Services as outlined in the Procurement Policy; and WHEREAS, the Consultant is qualified and experienced in providing valuation and utility management consulting services, and submitted a proposal to the City on April 6, 2026, to perform the services described herein; and WHEREAS, the City desires to engage Consultant to provide such Services to the City according to the terms and subject to the conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and promises as hereinafter set forth and of the faithful performance of such covenants and conditions, the City and Consultant do hereby agree as follows: 26-072A Agreement—Hartman Consultants,LLC 1 1. SERVICES. a. Services. Consultant shall provide the services described in the Scope of Services attached hereto as Exhibit A (the "Services"), which includes: a description of the Services; all deliverables and work products; performance schedule and milestones; and any other requirements specific to this engagement. Consultant shall render the Services in a diligent, careful, thorough, and professional manner, consistent with sound business practices, and shall at all times provide the City with the most sound and reasonable recommendations and advice. The standard of care for all Services performed or furnished by the Consultant under this Agreement will be the care and skill ordinarily used by members of the Consultant's profession practicing under similar circumstances or at the same time and in the same locality. b. Use of Subconsultants. Consultant shall utilize only the subconsultants identified in Exhibit A or as approved in writing by the City. Consultant shall obtain written approval of the City before adding, changing, or modifying any subconsultants. Consultant shall bind in writing every approved subconsultant to the terms stated in this Agreement, provided that this provision shall not, in and of itself, impose the insurance requirements set forth in Article 23 on Consultant's subconsultants. c. Correction of Deficiencies; Non-Compensable Rework. Consultant shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or negligent acts in the Services, including any deliverables,documents,or work product. Consultant shall be responsible for all costs associated with corrections, redesign, revisions, or other remedial services required due to Consultant's or its subconsultants' failure to comply with the professional standard of care outlined in this Agreement. Failure to correct deficiencies within a reasonable time, as determined by the City, shall constitute a material breach of this Agreement. 2. TERM. This Agreement shall commence upon full execution by the Parties, and shall remain in effect until completion and acceptance of all Services by the City,or for a period of one (1) year, whichever occurs first, unless otherwise terminated as provided in this Agreement ("Term"). 3. TIME FOR PERFORMANCE. a. Commencement of Work. Services under this Agreement shall commence upon the City giving written notice to the Consultant to proceed, along with a purchase order. Consultant shall perform all Services and provide all deliverables in accordance with the schedule set forth in Exhibit A. Time is of the essence for the Consultant's performance of the duties, obligations, and responsibilities required by this Agreement. 26-072A Agreement—Hartman Consultants,LLC 2 b. Delays; Untimely Performance. i. Delays; No Fault of Consultant. If Consultant is unable to timely complete all or any portion of the Services because of delays resulting from untimely review by the City or other governmental agencies having jurisdiction over the project and such delays are not the fault of Consultant, or because of delays caused by factors outside the control of Consultant, the City shall grant a reasonable extension of time for completion of the Services. It shall be the responsibility of the Consultant to notify the City in writing whenever a delay in approval by a governmental agency is anticipated or experienced and whenever a delay has been caused by factors outside of the Consultant's control and to inform the City of all facts and details related to the delay. Consultant must provide such written notice to the City within three (3) business days after the occurrence of the event causing the delay. ii. Delays Due to Consultant. If Consultant fails to substantially complete the Services in whole or in part on or before the date established in Exhibit A, Consultant shall pay City its proportional share of any claim for damages arising from the delay. This section shall not affect either Party's indemnification rights or obligations otherwise outlined in this Agreement. 4. AMOUNT AND METHOD OF COMPENSATION. a. Compensation. As compensation for Services rendered by Consultant to the City pursuant to this Agreement,the City shall pay the Consultant a total fee not to exceed Seventy-Five Thousand Dollars ($75,000.00) ("Fee").The Fee shall be calculated based on the hourly rates outlined in Exhibit A. The Fee shall be the sole compensation paid to Consultant in connection with the rendition of the Services and the performance of any and all of its other obligations under this Agreement and shall include any out- of-pocket or other expenses, including travel expenses, incurred by Consultant. b. Subconsultant Fees. If subconsulting is permitted,the Consultant shall bill the City for subconsultant fees with no markup and within the maximum not-to-exceed amount stated above. 5. NOTICES. All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: City: Daniel Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/ Facsimile: (561) 742-6090 26-072A Agreement—Hartman Consultants,LLC 3 Copy: Shawna G. Lamb, City Attorney City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/ Facsimile: (561) 742-6090 Consultant: Gerald C. Hartman Hartman Consultants, LLC 1580 Bryan Avenue Winter Park, FL 32789 Telephone: (407) 341-0970 Email: gerrv@hartmanconsultant.com 6. INVOICES AND PAYMENT. Invoices must identify the PO number and project description, and should be mailed to: Boynton Beach Finance Department Attn: Accounts Payable 100 E. Ocean Avenue Boynton Beach, FL 33435 Email: AP@bbfl.us Invoice Requirements and Supporting Documentation. Invoices shall show the nature of the service and the dates of service. Invoices based on hourly rates shall show the actual hours worked, the person performing services, the nature of the service, the hourly rate, and the dates of service. All invoices shall be accompanied by detailed supporting documentation, including labor categories, subconsultant invoices, receipts for reimbursable expenses (if allowed), and other records reasonably required by the City. Invoices may be submitted after such services are performed; however, all services rendered before September 30th of any given year must be invoiced by September 30th of that year. Consultant shall provide a W-9 with the first invoice. Disallowed Costs,Withholding Payment. Consultant shall not invoice the City for(i) costs incurred to correct errors, omissions, or deficiencies; (ii) costs resulting from unauthorized work; (iii) internal administrative costs not directly attributable to performance of the Services. The City may withhold payment of any invoice lacking sufficient backup documentation until such documentation is provided. Additionally, the City may withhold payment, in whole or in part, for unsatisfactory performance, failure to meet schedule requirements, failure to correct deficiencies, or reasonable concerns regarding compliance with the Agreement. Payment. Payment shall be made only for services actually performed and completed under this Agreement. The Fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 26-072A Agreement—Hartman Consultants,LLC 4 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Consultant, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Consultant of liability for the defective, faulty, or incomplete rendition of the Services. 7. TAX EXEMPT. Prices applicable to the City do not include applicable state and local sales, use, and related taxes. The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. The City will provide the Consultant with proof of tax- exempt status upon request. 8. SOVEREIGN IMMUNITY. Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive the City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 9. ATTORNEY'S FEES. If either Party brings suit to enforce the Agreement, each Party shall bear its own attorney's fees and court costs. This does not apply to Consultant's indemnification obligations. 10. PUBLIC RECORDS.The City is a public agency subject to Chapter 119, Florida Statutes.The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: a. Keep and maintain public records required by the City to perform the service when utilizing non-City-owned equipment; 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, Consultant shall destroy all copies of such confidential and exempt records remaining in its possession once the Consultant transfers the records in its possession to the City; and d. Upon completion of the contract, Consultant shall transfer to the City, at no cost to the City, all public records in Consultant's possession. All records stored electronically by Consultant must be provided to the City, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems. 26-072A Agreement—Ilartman Consultants,LLC 5 IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK'S OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CitvClerk@bbfl.us 11. DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF CONCERN. Consultant represents that it has not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida Statutes, and that it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725, Florida Statutes. Consultant represents and certifies that it is not, and for the duration of the Term, will not be, ineligible to contract with City on any of the grounds stated in Section 287.135, Florida Statutes. Consultant represents that it is, and will remain for the duration of the Term, in compliance with Section 286.101, Florida Statutes. 12. E-VERIFY. Consultant shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including registering and using the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat., shall result in termination of this Agreement. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the termination date. If this Agreement is terminated for the Consultant's violation of the statute, the Consultant may not be awarded a public contract for one (1) year after the termination date. 13. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Consultant or any subconsultant will have access to an individual's personal identifying information under this Agreement. Consultant represents and certifies: (i) Consultant is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Consultant; and (iii) Consultant is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. On or before the effective date of this Agreement, Consultant and any subconsultant that will have access to personal identifying information shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City, attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements for a proper invoice, as outlined in Section 6. Terms used in this section that are not otherwise 26-072A Agreement—Hartman Consultants,LLC 6 defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 14.ANTI-HUMAN TRAFFICKING. On or before the effective date of this Agreement, Consultant shall provide City with an affidavit attesting that the Consultant does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 15. PUBLIC ENTITY CRIME ACT.Consultant represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. Consultant further represents that there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Consultant has been placed on the convicted vendor list. 16. CONTINGENCY FEE. Consultant represents and warrants that it has not employed or retained any person or entity, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person or entity, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 17.TRUTH-IN-NEGOTIATION REPRESENTATION. Consultant's compensation under this Agreement is based upon its representations to City. Consultant certifies that the wage rates, factual unit costs, and other information supplied to substantiate Consultant's compensation, including, without limitation, in the negotiation of this Agreement, are accurate, complete, and current as of the date Consultant executes this Agreement. Consultant's compensation may be reduced by City, in its sole discretion, to correct any inaccurate, incomplete, or noncurrent information provided to City as the basis for Consultant's compensation in this Agreement. 18. DULY LICENSED. Consultant represents that it is duly licensed to perform the Services under this Agreement and will continue to maintain all licenses and approvals required to conduct its business. 19. FORCE MAJEURE. If the performance of this Agreement, or any obligation hereunder, is prevented by reason of hurricane, earthquake, or other casualty caused by nature, epidemic, pandemic, or other public health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance of any governmental agency(collectively, "Force Majeure Event"), the Party so affected, upon giving prompt notice to the other Party,shall be excused from such performance to the extent of such prevention, provided that the affected Party shall first have taken reasonable steps to avoid and remove such cause of non-performance and shall continue to take reasonable steps to prevent and remove such cause, and shall promptly notify the other Party in writing and resume 26-072A Agreement—Hartman Consultants,LLC 7 performance hereunder whenever such causes are removed; provided, however, that if such inability to perform due to the Force Majeure Event exceeds sixty (60) consecutive days, the Party that was not prevented from performance by the Force Majeure Event has the right to terminate this Agreement upon written notice to the other Party. This section shall not supersede or preclude the exercise of any right either Party may otherwise have to terminate this Agreement. 20. VENUE,JURISDICTION,WAIVER OF JURY TRIAL.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any legal action, suit, or proceeding arising out of or relating to this agreement shall be instituted in the appropriate state court in Palm Beach County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such court in any such action, suit, or proceeding. Any disputes that arise between the parties regarding the performance of this agreement and cannot be resolved through negotiations shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION OR LEGAL PROCEEDING RELATED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. 21. SUSPENSION AND TERMINATION. a. Termination. 1. Termination for Convenience. This Agreement may be terminated for convenience by the City with at least fourteen (14) calendar days' advance written notice to Consultant. Consultant acknowledges that it has received good, valuable, and sufficient consideration for City's right to terminate this Agreement for convenience, including in the form of City's obligation to provide advance written notice to Consultant of such termination in accordance with this section. This Agreement may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances if the City Manager determines that termination is necessary to protect the public health, safety, or welfare. If this Agreement is terminated by City pursuant to this section, Consultant shall be paid for any Services properly performed through the termination date specified in the written notice of termination, subject to any right of City to retain any sums otherwise due and payable, and City shall have no further obligation to pay Consultant for Services under this Agreement. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity, including 26-072A Agreement—Hartman Consultants,LLC 8 recovery of costs incurred by City due to Consultant's failure to comply with any term(s) of this Agreement. 2. Termination for Cause. In addition to all other remedies available to the aggrieved Party,this Agreement shall be subject to cancellation by either Party for cause, should the other Party 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 thirty (30) calendar days after receipt by the defaulting Party of written notice of such neglect or failure. 3. In the event of termination, the City shall compensate the Consultant for all authorized work satisfactorily performed through the termination date under the payment terms contained in this Agreement. Consultant shall immediately deliver all documents, written information, electronic data, and other materials concerning City projects in its possession to the City and shall cooperate in transitioning its consulting duties to appropriate parties at the direction of the City. 4. Upon termination, this Agreement shall have no further force or effect, and the Parties shall be relieved of all further liability hereunder, except that the provisions of this section and the provisions regarding property rights, insurance, indemnification, governing law, litigation, confidential information and generative artificial intelligence, data security, audit and records, rights in documents and work, limitation of liability, and any other provisions that by their nature are intended to survive, shall survive termination of this Agreement and remain in full force and effect. b. Suspension of Work. 1. Suspension for Convenience. The City may, at any time and for any reason, suspend all or any portion of the Services by providing written notice to Consultant. Upon such notice, Consultant shall immediately discontinue performance, take reasonable steps to minimize costs, and protect all work product. 2. Compensation Upon Suspension. Consultant shall be compensated for Services satisfactorily performed through the effective date of suspension. No compensation shall be paid for Services performed after suspension unless expressly authorized in writing by the City. 3. Resumption. If the City directs Consultant to resume work, Consultant shall promptly recommence performance. Consultant shall not be entitled to an adjustment in compensation or schedule due to the suspension unless expressly authorized in a written amendment. 26-072A Agreement—Hartman Consultants,LLC 9 22. INDEMNIFICATION. Consultant shall indemnify and hold harmless the City and its elected and appointed officers, agents, assigns and employees, consultants, separate Consultants, any of their subconsultants, or sub-subconsultants (collectively, "Indemnified Party"), from and against claims, demands, or causes of action whatsoever, and the resulting losses, damages, costs, and expenses, including but not limited to attorneys' fees, including paralegal expenses, liabilities, damages, orders, judgments, or decrees, sustained by the Indemnified Party arising out of or resulting from (A) Consultant's performance or breach of Agreement, (B) acts or omissions, negligence, recklessness, or intentional wrongful conduct by Consultant's, its agents, employees, subcontractors, subconsultants, participants, and volunteers, and (C) Consultant's failure to take out and maintain insurance as required under this Agreement. Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature against an Indemnified Party, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely regardless of termination of the Agreement. If, in the opinion of the City and the City Attorney, it is necessary, the City may retain any sums due the Consultant under this Agreement until all claims subject to this indemnification obligation have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by the City. 23. INSURANCE. At the time of execution of this Agreement,the Consultant shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage set forth in the Insurance Advisory attached hereto as Exhibit B, and incorporated herein by reference. Consultant shall maintain insurance in the amounts as required in Exhibit B during the entire term of the Agreement. The Certificate of Insurance shall name the City of Boynton Beach and its officers, employees, and agents as additional insureds. 24. LIMITATION OF LIABILITY. Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Consultant beyond the amount remaining due to Consultant under the Agreement, regardless of whether said liability be based in tort, contract, indemnity, or otherwise; and in no event shall City be liable to Consultant for punitive or exemplary damages or lost profits or consequential damages. 25. INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer relationship between the Parties. The Parties intend that Consultant is an independent contractor under this Agreement and shall not be considered the City's employee for any purpose. Consultant shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement 26. COMPLIANCE WITH LAWS. Consultant hereby warrants and agrees that at all times material to the Agreement, Consultant shall comply with all applicable federal, state, and 26-072A Agreement—Hartman Consultants,LLC 10 local laws, rules, and regulations, including section 501.171, Florida Statutes. Non- compliance may constitute a material breach of the Agreement. 27. BREACH OF REPRESENTATIONS. Consultant acknowledges that City is materially relying on the representations, warranties, and certifications of Consultant stated in its Proposal and this Agreement, and City shall be entitled to exercise any or all of the following remedies if any such representation, warranty, or certification is untrue: (a) recovery of damages incurred; (b) termination of this Agreement without any further liability to Consultant; (c) set off from any amounts due Consultant the total amount of any damage incurred; and (d) debarment of Consultant. 28. ASSIGNMENT. If this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered under any circumstances by Consultant, Consultant must gain prior written consent from City thirty(30) business days before such transfer. If Consultant assigns or transfers this Agreement without the City's written consent, the Agreement shall, at the City's option, become null and void. 29. NO LIEN. The Consultant shall not at any time permit any lien, attachment, or any other encumbrance under the laws of the State of Florida, or otherwise, by any person or persons whomsoever to be filed or recorded against the City, against any City property, or money due or to become due for any work done or materials furnished under this Agreement by Consultant. 30. AGREEMENT SUBJECT TO FUNDING. The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 31. NON-EXCLUSIVE. This Agreement is non-exclusive. City may retain additional entities to perform the same or similar work. 32. REPRESENTATION OF AUTHORITY. Consultant represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of Consultant and that neither the execution nor performance of this Agreement constitutes a breach of any agreement that Consultant has with any third party or violates applicable law. Consultant further represents and warrants that execution of this Agreement is within Consultant's legal powers, and each individual executing this Agreement on behalf of Consultant is duly authorized by all necessary and appropriate action to do so on behalf of Consultant and does so with full legal authority. 33. CONFIDENTIAL INFORMATION; GENERATIVE ARTIFICIAL INTELLIGENCE; AND DATA SECURITY. 26-072A Agreement—Hartman Consultants,LLC 11 a. Confidential Information and Generative Artificial Intelligence. Unless expressly authorized in this Agreement or in writing in advance by the City, Consultant is strictly prohibited from disclosing, uploading, or otherwise making available to third parties, directly or indirectly, including but not limited to through utilization of generative artificial intelligence tools, any exempt, confidential, sensitive security, or personal information of the City. Consultant must ensure that any use of generative artificial intelligence tools by Consultant or its subconsultants does not involve the disclosure of exempt,confidential,sensitive security,or personal information, including,without limitation, for large language model learning or training. Consultant must implement and maintain appropriate technological and operational safeguards to ensure compliance with the obligations of this section. Consultant shall not voluntarily disclose, publish, or commercially exploit any financial data, valuation analysis, projections, or other information obtained from the City in connection with this Agreement for any purpose other than performance of the Services, including for use in services rendered to any other client. This prohibition shall survive the expiration or termination of this Agreement. Nothing in this section shall be construed to limit the City's obligations under Chapter 119, Florida Statutes, or any other applicable public records law. b. Data Security: Cvbersecuritv Requirements. Consultant shall implement and maintain administrative,technical, and physical safeguards that comply with industry best practices and all applicable laws to protect City data from unauthorized access, disclosure, alteration, and destruction. Consultant shall notify the City in writing within 24 hours of discovering any actual or suspected security incident, breach, or unauthorized access involving City data. Consultant shall cooperate fully with the City in investigating, mitigating, and remediating the incident at Consultant's sole cost. Consultant shall ensure that all subconsultants comply with the requirements of this section. 34. RIGHTS IN DOCUMENTS AND WORK. a. Ownership. Any and all videos, photographs, documents, materials, data, or other work created by Consultant in connection with performing services, whether finished or unfinished ("Documents and Work"), shall be owned by City, and Consultant hereby transfers to City all right, title, and interest, including any copyright or other intellectual property rights, in or to the Documents and Work. b. Intellectual Property Warranty; Infringement Indemnity. 1. IP Warranty. Consultant represents and warrants that all Documents and Work provided under this Agreement are (i) original to Consultant, or (ii) properly licensed for use and reuse by the City. Consultant shall provide copies of all applicable licenses to the City upon request. 26-072A Agreement—Hartman Consultants,LLC 12 2. Infringement Indemnity. Consultant shall indemnify, defend, and hold harmless the City from and against any and all claims, damages, losses, liabilities, and expenses, including attorneys' fees, arising out of any actual or alleged infringement of any patent, copyright, trademark, trade secret, or other proprietary right related to the Documents and Work provided by Consultant or its subconsultants. 3. Correction of Infringing Work. If any portion of the Documents and Work is held to infringe, Consultant shall, at its sole expense and without delay: (i) secure for the City the right to continue using the Documents and Work; (ii) replace the Documents and Work with non-infringing equivalents acceptable to the City; or (iii) modify the Documents and Work to make them non-infringing while retaining equivalent functionality. c. Delivery Upon Expiration or Termination of Agreement. Upon expiration or termination of this Agreement, the Documents and Work shall become the property of City and shall be delivered by Consultant to City within seven (7) days after expiration or termination. Any compensation due to Consultant may be withheld until all Documents and Work are received as provided in this Agreement. Consultant shall ensure that the requirements of this section are included in all agreements with all subconsultant(s). d. Reuse of Project Documents. City may, at its option, reuse (in whole or in part) the resulting end-product or deliverables resulting from Consultant's Services (including, but not limited to, drawings, specifications, other documents, and services as described herein); and Consultant agrees to such reuse in accordance with this provision. e. Prohibition on Sale or Commercialization of City Information. Consultant shall not sell, lease, license, distribute, commercialize, or otherwise monetize any City data, information, documents, or materials obtained or created in connection with this Agreement, including but not limited to confidential information, proprietary data, records, databases, or any other information belonging to or relating to the City, its operations, or its constituents, and shall not use any City information for any commercial purpose unrelated to the performance of Services under this Agreement. This prohibition shall survive the expiration or termination of this Agreement, and Consultant shall include substantially similar restrictions in all agreements with subconsultants who may have access to City information. 35. CONSULTANT'S STAFF. Consultant will provide the key staff identified in its Proposal as long as they are in Consultant's employment. Consultant acknowledges that the City selected Consultant based in part on the qualifications and experience of the key personnel identified in Consultant's Proposal. Consultant shall not remove, reassign, or replace any key personnel without the City's prior written approval. The City may deny 26-072A Agreement—Hartman Consultants,LLC 13 approval if the proposed replacement lacks equivalent qualifications or experience, based on reasonable standards. Consultant shall be solely responsible for any delays or additional costs resulting from changes to key personnel. If City desires to request the removal of any of Consultant's staff, City shall first meet with Consultant and provide reasonable justification for said removal; upon such reasonable justification, Consultant shall use good faith efforts to remove or reassign the staff at issue. 36. AUDIT AND RECORDS. a. Maintenance of Records. Consultant shall maintain complete and accurate books, documents, accounting records, financial records, project files, correspondence, subconsultant files, and other evidence relating to performance of the Services ("Records"). Records shall be maintained in accordance with generally accepted accounting principles and industry standards. b. Retention. Consultant shall retain all Records for a period of five (5) years after the latest of: (i) final payment under this Agreement, (ii) expiration of the Agreement, or (iii) resolution of any dispute arising from this Agreement. c. Audit Rights. The City and its duly authorized representatives may audit, inspect, examine, and copy the Records at any time during normal business hours upon reasonable notice. Such audits may include review of direct and indirect costs, overhead, multipliers, subconsultant invoices, and supporting documentation. d. Costs Disallowed. If an audit reveals overcharges, unallowable costs, or other amounts improperly invoiced, the Consultant shall promptly refund such amounts to the City.The City may withhold payment,offset against future invoices, or pursue any legal remedy to recover disallowed costs. e. Cooperation. Consultant shall cooperate fully with all audit activities and shall ensure that subconsultants comply with the requirements of this article. 37.THIRD-PARTY BENEFICIARIES. Neither Consultant nor City intends to primarily or directly benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 38. MATERIALITY AND WAIVER OF BREACH. Each requirement,duty,and obligation set forth in this Agreement was bargained for at arm's length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and essential to the formation of this Agreement, and each is, therefore, a material term. City's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or a modification of this Agreement.A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed as a modification of this Agreement. 26-072A Agreement—Hartman Consultants,LLC 14 To be effective, any waiver must be in writing and signed by an authorized signatory of the Party granting the waiver. 39. COUNTERPARTS AND MULTIPLE ORIGINALS. This Agreement may be executed in multiple originals and may be executed in counterparts, whether signed physically or electronically, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 40. HEADINGS. The headings contained in this Agreement are for the convenience of reference only and shall not affect the interpretation of this Agreement. 41. NON-DISCRIMINATION. Consultant and any subconsultants shall not discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. 42. PROHIBITION ON USE OF CITY'S NAME IN MARKETING. Consultant shall not use the City's name, logo, seal, or any reference to this Agreement in any advertising, marketing materials, client lists, press releases, or public statements without the City's prior written approval. 43. CONFLICT OF INTEREST. Consultant warrants that, to the best of its knowledge, no conflict of interest exists with respect to the performance of this Agreement. During the Term of the Agreement, Consultant shall not provide services to or enter into any agreement with Palm Beach County or any other party whose interests are adverse to the City in connection with the potential sale or transfer of the City's utility system, without the prior written consent of the City. Consultant shall promptly disclose any actual or potential conflict of interest to the City in writing. The City may terminate this Agreement if, in its sole discretion, a conflict of interest exists that cannot be adequately mitigated. 44. CONTROLLING PROVISIONS. Except as otherwise explicitly provided herein, in the event of any conflict between the specific provisions of this Agreement and the requirements or provisions of the Solicitation, and/or the Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2) the Solicitation; and (3) the Proposal. Wherever possible, the provisions of the documents shall be construed in such a manner as to avoid conflicts between the provisions of the various documents. 45. ENTIRE AGREEMENT. The Agreement, including the Solicitation, the Proposal, and the Exhibits that are incorporated into this Agreement in their entirety, embody the entire agreement and understanding of the parties concerning the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter. This Agreement may only be modified by a written amendment executed by the City and Consultant. 26-072A Agreement—Hartman Consultants,LLC I 46. SEVERABILITY. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 47. NO CONSTRUCTION AGAINST DRAFTER. The Parties acknowledge that they have both participated in the negotiation and preparation of this Agreement. Accordingly, this Agreement shall not be construed more strictly against either Party, regardless of which Party was responsible for its preparation. 48. FEDERAL GRANT COMPLIANCE. If the Scope of Services involves work funded in whole or in part by federal funds, the Consultant shall comply with all federal requirements applicable to the funding source, including, but not limited to, procurement, reporting, record retention, audit access, and prohibited telecommunications equipment requirements. In the event of any conflict between this Agreement and the federal requirements, the federal requirements will govern and control. 26-072A Agreement—Hartman Consultants,LLC 16 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the day and year last set forth below. CITY F BOYNTON BEACH, FLORIDA HAR U AI N EONST, U,C 6- (S'-- • . Rebecca Shelton, Mayor r(Signature), Company 51/9 /0) 0 Gerald C. Hartman Date / Print Name of Authorized Official 14/h440-44" fi.c41/24-- Title ' Approved as to Form: s// � ` 6, ,...tti----i' , ,I '4 GGu//7G `rt•: Shawna G. Lamb, City Attorney (Corporate Seal) - = z- :o= EXHIBIT A CONSULTANTS' PROPOSAL AND HOURLY RATES Hartman Consultants, LLC www.hartmanconsultant.com HC#26014.00 April 6,2026 Mr.Poonam K.Kalkat,PhD Utilities Director City of Boynton Beach 124 E.Woolbright Rd. Boynton Beach,FL 33435 Mr.Ryan Smith,President Ryper Water Analytics 180 S Knowles Ave.,Suite 9 Winter Park,Florida 32789 Email: Kalkatp@bbfl.us Ryan@RyperWater.com RE: Utility Management Consulting Services for a Consulting Valuation Report of the City of Boynton Beach Water,Wastewater,and Reclaimed Water Facilities Dear Mr.Kalkat and Mr.Smith: This letter, along with the attached W-9 form and Hartman resume, constitutes Hartman Consultants, LLC's (HCs) letter of engagement for the above-referenced services. This proposal does not include the cost for Mr. Ryan Smith, who will be assisting with data collection,income approach analyses,and collaboration on the work. CONSULTING VALUATION REPORT(CVRI The Phase 1 activity is to produce a Consulting Valuation Report(CVR)that addresses the preliminary cost,income,and market approaches to value. The three (3)approaches will be reconciled into a preliminary fair market value. The work does not include the fee simple real estate or exclusive easement values that would be performed for appraisal. The work also does not include the detailed intangible value of the ongoing business (consideration of 19 items), rather a percentage will be applied to the cost approach for this component. For this work,the City's book value for inventory,consumables,materials stored,rolling stock,equipment,tools,vehicles,etc.,will be used. An estimate will be made for the value of records,permits,operation and maintenance manuals,studies,reports,and similar items that support utility functions. 1680 Bryan Avenue•Winter Park, FL 32789 Tel. 407-341-0970 • Fax 407-909-9882•gerry@hartmanconsultantcom 26-072A Agreement—Hartman Consultants,LLC 18 It is understood that a full appraisal may be authorized in the future. The City's existing consultants and staff will support the activities. The CVR will give the City an appreciation of the preliminary fair market value without all of the details. UTILITY MANAGEMENT CONSULTING If the County's interest continues after the CVR, then discussions between the County and the City would be convened to determine a preliminary set of terms and conditions,a draft franchise agreement, and the various determinations of the potential future relationship between the parties. To further this activity, HC suggests establishing a team of experts for legal, political, operational,planning,financial,and engineering work. The City of Boynton Beach will ensure the necessary data is collected, facilitate facility inspections, coordinate financial aspects, and perform other related activities. The most recent engineering,planning,and financial reports will be provided to HC and Ryper Water Analytics. COST 1) The HC CVR cost is estimated to be $75,000. The report will be transmitted to you electronically. 2) The HC management consulting work will be on an hourly basis at the following: G.C.Hartman - $375/hr. T.R.Brown - $200/hr. R.R.Copeland - $150/hr. R.Hillman - $125/hr. M.Walker - $ 75/hr. TIME PERIOD FOR IMPLEMENTATION 1) CVR-Five(5)Months 2) Management Consulting-Ongoing ATTACHMENTS HC W-9 Form G.C.Hartman Resume HC Certificate of Insurance HC ASA Accreditation HC BCEE Accreditation FPSC-UVE Determination 2 26-072A Agreement—Hartman Consultants,LLC 19 If the above is acceptable to you, please sign as indicated below and email a copy to our office as shown hereon. We look forward to providing the expertise that the City of Boynton Beach desires. Very truly yours, Hartma Consultants,LLC Accepted and Authorized By: City of Boynton Beach er d C.Hartman Authorized Signature Florida PE#27703 ASA#7542(Public Utilities) City Manager BCEE#88-10034(Water&Wastewater) By: Enclosure Date: 3 26-072A Agreement—Hartman Consultants,LLC 20 EXHIBIT B INSURANCE ADVISORY The City of Boynton Beach DMSION OF RISK MANAGEMENT � '\ 100 E.Ocean Avenue Boynton Beach,Honda 33435 rc\,,,,,,., (P):561-742-6271 (F):561-7426274 \\ / www.bovnton-beach.ora tio. .E r VENDOR INSURANCE REQUIREMENTS—PROCUREMENT 1. INSURANCE REOUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide,pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below.(Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury,Personal Injury,and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and$2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability,Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned,Hired,Scheduled,and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than$1,000,000 combined single limit each accident.lithe Contractor does not own vehicles,the Contractor shall maintain coverage for Hired and Non-Owned Auto Liability,which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Professional Liability/Malpractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers'Compensation and Employer's Liability Coverage must be afforded per Chapter 440,Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than$1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department,if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida,its officials,employees,and volunteers for all losses or damages.The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others or equivalent. Contractor must be in compliance with all applicable State and federal workers' compensation laws, including the U.S.Longshore and Harbor Workers'Compensation Act or Jones Act,if applicable. AMERICA'S GATEWAY TO THE GULFSTREAM 26-072A Agreement—Hartman Consultants,LLC 21 For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees,leased employees,volunteers,and any workers performing work in execution of this Contract. If the Contractor has applied for a workers'compensation exemption,the City does not recognize this exemption to extend to the employees of the Contractor.The Contractor is required to provide proof of coverage for their employees, leased employees,volunteers and any workers performing work in execution of this Contract.This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than$1,000,000 per claim arising out of this Contract,including but not limited to,all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage(Builder's Risk) Coverage must be afforded in an amount not less than 100%of the total project cost, including soft costs,with a deductible of no more than$25,000 each claim.Coverage form shall include, but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement,which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials,equipment,supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized,pressurized,or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site,while in transit,or while stored at a temporary location.Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage,and name the City as a loss payee.This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance(binders re unacceptable) no later than thirty(30)days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty(30)day notice of cancellation;ten(10)days'notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement,it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail,return receipt requested,and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy, the Contractor shall provide the City with an updated Certificate of Insurance no later than ten(10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form.If any coverage is provided on a claims-made form,the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies,with the exception of Workers'Compensation. g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract,Bid/Contract number,event dates,or other identifying reference must be listed on the certificate. AMERICA'S GATEWAY TO THE GULFSTREAM 26-072A Agreement—Hartman Consultants,LLC 22 The Certificate Holder should read as follows: City of Boynton Beach Attn:Risk Management 100 E.Ocean Ave Boynton Beach,FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible,co-insurance penalty,or self- insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty,self-insured retention,or coverage exclusion or limitation.Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements,as set forth in this Contract,the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City,its officials,employees,or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City,and/or this Contract is terminated.Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract.The City reserves the right to review, at any time,coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident(occurrences)associated with this Contract,shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements.All coverages for independent and subcontractors shall be subject to all of the requirements stated herein.Any and all deficiencies are the responsibility of the Contractor. NOTE:These are minimal insurance requirements. Additional insurance,(e.g.,Cyber Liability)may be required based upon the type of event,services,or equipment purchased and/or provided. Revised 06/17/2025 AMERICA'S GATEWAY TO THE GULFSTREAM 26-072A Agreement—Hartman Consultants,LLC 23 �.—"I HARTCON-05 FBENITEZ A�ORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDYYYY) 5/7/2026 i THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAMEHub International Florida PHONE 1560 Orange Avenue (A/C,No,Ext): (407) 894-5431 (A/C.No),(407)629-6378 Suite 750 E-MAIL Winter Park,FL 32789 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company, Ltd. 111000 INSURED INSURER B:Ace Fire Underwriters Ins. Co. 120702 Hartman Consultant, LLC INSURER C: 1580 Bryan Ave INSURER D: Winter Park, FL 32789 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER IMM/DD/YYYY1 IMM/pD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE 'L X OCCUR X 21SBABW0040 1/20/2026 1/20/2027 pREMSEsreaEoNccTurrencel $ MED EXP(Anv one oerson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY Tei LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILT' _CEA accident) cct EntSINGLE LIMIT $ 2,000,000! ANY AUTO 21SBABW0040 1/20/2026 1/20/2027 BODILY INJURY(Per person) S OWNED SCHEDULED — AURTEO�S ONLY AUTOSBODILYBODILY INJURY(Per accident) $ X AUTOS ONLY X AUTO ONLY (Pefr a niDAMAGE $ F 11 $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ I, DED RETENTIONS I $ WORKERS COMPENSATION I STATUTE I I ETH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEEI If yes,describe under I DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S B Errors&Omissions EONFLF112573792-010 1/20/2026 ' 1/20/2027 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Boynton Beach is included as an Additional Insured terms apply for General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Boynton Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cit CitE.Ocean Ave ACCORDANCE WITH THE POLICY PROVISIONS. 100Boynton Beach,FL 33435 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD L ro N'g� AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND RYPER WATER ANALYTICS LLC, FOR UTILITY SYSTEM FINANCIAL ANALYSIS AND CONSULTING SERVICES This Agreement is made as of this 19 day of Ma4 , 2026, by and between Ryper Water Analytics, LLC, a Florida limited liability company, with a principal address of 180 S Knowles Avenue Ste 9, Winter Park, FL 32789, hereinafter referred to as "Consultant," and the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the City of Boynton Beach owns and operates a water, wastewater, and reuse utility system which provides essential public services; and WHEREAS,the City is evaluating the potential sale and transfer of such utility systems to Palm Beach County and requires a financial analysis to assess the feasibility and fiscal implications; and WHEREAS,the analysis includes financial forecasting, capital funding evaluation, and net cash flow projections and other financial analyses necessary to evaluate County ownership and operations of the acquired System; and WHEREAS, the analysis findings will be used to develop a formal valuation report and presented to City Management and City Commission; and WHEREAS, the Consultant is qualified and experienced in providing such services, and submitted a proposal to the City on April 22, 2026, to perform the services described herein; and WHEREAS, this professional service meets the City's procurement exemption of Consultant and Professional Services as outlined in the Procurement Policy; and WHEREAS, the City desires to engage Consultant to provide such Services to the City according to the terms and subject to the conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and promises as hereinafter set forth and of the faithful performance of such covenants and conditions, the City and Consultant do hereby agree as follows: 26-071A Agreement—Ryper Water Analytics,LLC 1 1. SERVICES. a. Services. Consultant shall provide the services described in the Scope of Services attached hereto as Exhibit A (the "Services"), which includes: a description of the Services; all deliverables and work products; performance schedule and milestones; and any other requirements specific to this engagement. Consultant shall render the Services in a diligent, careful, thorough, and professional manner, consistent with sound business practices, and shall at all times provide the City with the most sound and reasonable recommendations and advice. The standard of care for all Services performed or furnished by the Consultant under this Agreement will be the care and skill ordinarily used by members of the Consultant's profession practicing under similar circumstances or at the same time and in the same locality. b. Use of Subconsultants. Consultant shall utilize only the subconsultants identified in Exhibit A or as approved in writing by the City. Consultant shall obtain written approval of the City before adding, changing, or modifying any subconsultants. Consultant shall bind in writing every approved subconsultant to the terms stated in this Agreement, provided that this provision shall not, in and of itself, impose the insurance requirements set forth in Article 23 on Consultant's subconsultants. c. Correction of Deficiencies; Non-Compensable Rework. Consultant shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or negligent acts in the Services, including any deliverables, documents,or work product. Consultant shall be responsible for all costs associated with corrections, redesign, revisions, or other remedial services required due to Consultant's or its subconsultants' failure to comply with the professional standard of care outlined in this Agreement. Failure to correct deficiencies within a reasonable time, as determined by the City, shall constitute a material breach of this Agreement. 2. TERM. This Agreement shall commence upon full execution by the Parties, and shall remain in effect until completion and acceptance of all Services by the City, or one year from the issuance of the purchase order, whichever occurs first, unless otherwise terminated as provided in this Agreement ("Term"). 3. TIME FOR PERFORMANCE. a. Commencement of Work. Services under this Agreement shall commence upon the City giving written notice to the Consultant to proceed, along with a purchase order. Consultant shall perform all Services and provide all deliverables in accordance with the schedule set forth in Exhibit A. Time is of the essence for the Consultant's performance of the duties, obligations, and responsibilities required by this Agreement. b. Delays; Untimely Performance. 26-071 A Agreement—Ryper Water Analytics,LLC 2 i. Delays; No Fault of Consultant. If Consultant is unable to timely complete all or any portion of the Services because of delays resulting from untimely review by the City or other governmental agencies having jurisdiction over the project and such delays are not the fault of Consultant, or because of delays caused by factors outside the control of Consultant, the City shall grant a reasonable extension of time for completion of the Services. It shall be the responsibility of the Consultant to notify the City in writing whenever a delay in approval by a governmental agency is anticipated or experienced and whenever a delay has been caused by factors outside of the Consultant's control and to inform the City of all facts and details related to the delay. Consultant must provide such written notice to the City within three (3) business days after the occurrence of the event causing the delay. ii. Delays Due to Consultant. If Consultant fails to substantially complete the Services in whole or in part on or before the date established in Exhibit A, Consultant shall pay City its proportional share of any claim for damages arising from the delay. This section shall not affect either Party's indemnification rights or obligations otherwise outlined in this Agreement. 4. AMOUNT AND METHOD OF COMPENSATION. a. Compensation. As compensation for Services rendered by Consultant to the City pursuant to this Agreement, the City shall pay the Consultant a total fee not to exceed Ninety-Five Thousand Sixty Dollars and Zero Cents ($95,060.00) ("Fee"). The Fee shall be calculated based on the Direct Labor Rates outlined in Exhibit A. The Fee shall be the sole compensation paid to Consultant in connection with the rendition of the Services and the performance of any and all of its other obligations under this Agreement and shall include any out-of-pocket or other expenses, including travel expenses, incurred by Consultant. b. Subconsultant Fees. If subconsulting is permitted,the Consultant shall bill the City for subconsultant fees with no markup and within the maximum not-to-exceed amount stated above. 5. NOTICES. All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: City: Daniel Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/ Facsimile: (561) 742-6090 Copy: Shawna G. Lamb, City Attorney City of Boynton Beach 26-071A Agreement—Ryper Water Analytics.LLC P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/ Facsimile: (561) 742-6090 Consultant: Ryan Smith, President Ryper Water Analytics, LLC 180 South Knowles Avenue, Ste 9 Winter Park, FL 32789 Telephone: (407) 537-9878 Email: ryan@ryperwater.com 6. INVOICES AND PAYMENT. Invoices must identify the PO number and project description, and should be mailed to: Boynton Beach Finance Department Attn: Accounts Payable 100 E. Ocean Avenue Boynton Beach, FL 33435 Email: AP@bbfl.us Invoice Requirements and Supporting Documentation. Invoices shall show the nature of the service and the dates of service. Invoices based on hourly rates shall show the actual hours worked, the person performing services, the nature of the service, the hourly rate, and the dates of service. All invoices shall be accompanied by detailed supporting documentation, including labor categories, subconsultant invoices, receipts for reimbursable expenses (if allowed), and other records reasonably required by the City. Invoices may be submitted after such services are performed; however, all services rendered before September 30th of any given year must be invoiced by September 30th of that year. Consultant shall provide a W-9 with the first invoice. Disallowed Costs,Withholding Payment. Consultant shall not invoice the City for (i) costs incurred to correct errors, omissions, or deficiencies; (ii) costs resulting from unauthorized work; (iii) internal administrative costs not directly attributable to performance of the Services. The City may withhold payment of any invoice lacking sufficient backup documentation until such documentation is provided. Additionally, the City may withhold payment, in whole or in part, for unsatisfactory performance, failure to meet schedule requirements, failure to correct deficiencies, or reasonable concerns regarding compliance with the Agreement. Payment. Payment shall be made only for services actually performed and completed under this Agreement. The Fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this 26-071A Agreement—Ryper Water Analytics,LLC 4 Agreement shall be conclusive evidence of the performance of this Agreement by Consultant, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Consultant of liability for the defective, faulty, or incomplete rendition of the Services. 7. TAX EXEMPT. Prices applicable to the City do not include applicable state and local sales, use, and related taxes. The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. The City will provide the Consultant with proof of tax- exempt status upon request. 8. SOVEREIGN IMMUNITY. Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive the City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 9. ATTORNEY'S FEES. If either Party brings suit to enforce the Agreement, each Party shall bear its own attorney's fees and court costs. This does not apply to Consultant's indemnification obligations. 10. PUBLIC RECORDS.The City is a public agency subject to Chapter 119, Florida Statutes.The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: a. Keep and maintain public records required by the City to perform the service when utilizing non-City-owned equipment; 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, Consultant shall destroy all copies of such confidential and exempt records remaining in its possession once the Consultant transfers the records in its possession to the City; and d. Upon completion of the contract, Consultant shall transfer to the City, at no cost to the City, all public records in Consultant's possession. All records stored electronically by Consultant must be provided to the City, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE 26-071A Agreement—Ryper Water Analytics,LLC 5 PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK'S OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerk@bbfl.us 11. DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF CONCERN. Consultant represents that it has not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida Statutes, and that it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725, Florida Statutes. Consultant represents and certifies that it is not, and for the duration of the Term, will not be, ineligible to contract with City on any of the grounds stated in Section 287.135, Florida Statutes. Consultant represents that it is, and will remain for the duration of the Term, in compliance with Section 286.101, Florida Statutes. 12. E-VERIFY. Consultant shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including registering and using the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat., shall result in termination of this Agreement.Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the termination date. If this Agreement is terminated for the Consultant's violation of the statute, the Consultant may not be awarded a public contract for one (1) year after the termination date. 13. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Consultant or any subconsultant will have access to an individual's personal identifying information under this Agreement. Consultant represents and certifies: (i) Consultant is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Consultant; and (iii) Consultant is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. On or before the effective date of this Agreement, Consultant and any subconsultant that will have access to personal identifying information shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City, attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements for a proper invoice, as outlined in Section 6. Terms used in this section that are not otherwise 26-071 A Agreement—Ryper Water Analytics,LLC 6 defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 14. ANTI-HUMAN TRAFFICKING. On or before the effective date of this Agreement, Consultant shall provide City with an affidavit attesting that the Consultant does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 15. PUBLIC ENTITY CRIME ACT. Consultant represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. Consultant further represents that there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Consultant has been placed on the convicted vendor list. 16. CONTINGENCY FEE. Consultant represents and warrants that it has not employed or retained any person or entity, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person or entity, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 17. TRUTH-IN-NEGOTIATION REPRESENTATION. Consultant's compensation under this Agreement is based upon its representations to City. Consultant certifies that the wage rates, factual unit costs, and other information supplied to substantiate Consultant's compensation, including, without limitation, in the negotiation of this Agreement, are accurate, complete, and current as of the date Consultant executes this Agreement. Consultant's compensation may be reduced by City, in its sole discretion, to correct any inaccurate, incomplete, or noncurrent information provided to City as the basis for Consultant's compensation in this Agreement. 18. DULY LICENSED. Consultant represents that it is duly licensed to perform the Services under this Agreement and will continue to maintain all licenses and approvals required to conduct its business. 19. FORCE MAJEURE. If the performance of this Agreement, or any obligation hereunder, is prevented by reason of hurricane, earthquake, or other casualty caused by nature, epidemic, pandemic, or other public health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance of any governmental agency (collectively, "Force Majeure Event"), the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, provided that the affected Party shall first have taken reasonable steps to avoid and remove such cause of non-performance and shall continue to take reasonable steps to prevent and remove such cause, and shall promptly notify the other Party in writing and resume 26-071A Agreement—Ryper Water Analytics,LLC 7 performance hereunder whenever such causes are removed; provided, however, that if such inability to perform due to the Force Majeure Event exceeds sixty (60) consecutive days, the Party that was not prevented from performance by the Force Majeure Event has the right to terminate this Agreement upon written notice to the other Party. This section shall not supersede or preclude the exercise of any right either Party may otherwise have to terminate this Agreement. 20. VENUE,JURISDICTION,WAIVER OF JURY TRIAL.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any legal action, suit, or proceeding arising out of or relating to this agreement shall be instituted in the appropriate state court in Palm Beach County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such court in any such action, suit, or proceeding. Any disputes that arise between the parties regarding the performance of this agreement and cannot be resolved through negotiations shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION OR LEGAL PROCEEDING RELATED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. 21. SUSPENSION AND TERMINATION. a. Termination. 1. Termination for Convenience. This Agreement may be terminated for convenience by the City with at least fourteen (14) calendar days' advance written notice to Consultant. Consultant acknowledges that it has received good, valuable, and sufficient consideration for City's right to terminate this Agreement for convenience, including in the form of City's obligation to provide advance written notice to Consultant of such termination in accordance with this section. This Agreement may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances if the City Manager determines that termination is necessary to protect the public health, safety, or welfare. If this Agreement is terminated by City pursuant to this section, Consultant shall be paid for any Services properly performed through the termination date specified in the written notice of termination, subject to any right of City to retain any sums otherwise due and payable, and City shall have no further obligation to pay Consultant for Services under this Agreement. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity, including 26-071A Agreement—Ryper Water Analytics,LLC recovery of costs incurred by City due to Consultant's failure to comply with any term(s) of this Agreement. 2. Termination for Cause. In addition to all other remedies available to the aggrieved Party,this Agreement shall be subject to cancellation by either Party for cause, should the other Party 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 thirty (30) calendar days after receipt by the defaulting Party of written notice of such neglect or failure. 3. In the event of termination, the City shall compensate the Consultant for all authorized work satisfactorily performed through the termination date under the payment terms contained in this Agreement. Consultant shall immediately deliver all documents, written information, electronic data, and other materials concerning City projects in its possession to the City and shall cooperate in transitioning its consulting duties to appropriate parties at the direction of the City. 4. Upon termination, this Agreement shall have no further force or effect, and the Parties shall be relieved of all further liability hereunder, except that the provisions of this section and the provisions regarding property rights, insurance, indemnification, governing law, litigation, confidential information and generative artificial intelligence, data security, audit and records, rights in documents and work, limitation of liability, and any other provisions that by their nature are intended to survive, shall survive termination of this Agreement and remain in full force and effect. b. Suspension of Work. 1. Suspension for Convenience. The City may, at any time and for any reason, suspend all or any portion of the Services by providing written notice to Consultant. Upon such notice, Consultant shall immediately discontinue performance, take reasonable steps to minimize costs, and protect all work product. 2. Compensation Upon Suspension. Consultant shall be compensated for Services satisfactorily performed through the effective date of suspension. No compensation shall be paid for Services performed after suspension unless expressly authorized in writing by the City. 3. Resumption. If the City directs Consultant to resume work, Consultant shall promptly recommence performance. Consultant shall not be entitled to an adjustment in compensation or schedule due to the suspension unless expressly authorized in a written amendment. 26-071 A Agreement—Ryper Water Analytics,LLC 9 22. INDEMNIFICATION. Consultant shall indemnify and hold harmless the City and its elected and appointed officers, agents, assigns and employees, consultants, separate Consultants, any of their subconsultants, or sub-subconsultants (collectively, "Indemnified Party"), from and against claims, demands, or causes of action whatsoever, and the resulting losses, damages, costs, and expenses, including but not limited to attorneys' fees, including paralegal expenses, liabilities, damages, orders, judgments, or decrees, sustained by the Indemnified Party arising out of or resulting from (A) Consultant's performance or breach of Agreement, (B) acts or omissions, negligence, recklessness, or intentional wrongful conduct by Consultant's, its agents, employees, subcontractors, subconsultants, participants, and volunteers, and (C) Consultant's failure to take out and maintain insurance as required under this Agreement. Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature against an Indemnified Party, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely regardless of termination of the Agreement. If, in the opinion of the City and the City Attorney, it is necessary, the City may retain any sums due the Consultant under this Agreement until all claims subject to this indemnification obligation have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by the City. 23. INSURANCE. At the time of execution of this Agreement, the Consultant shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage set forth in the Insurance Advisory attached hereto as Exhibit B, and incorporated herein by reference. Consultant shall maintain insurance in the amounts as required in Exhibit B during the entire term of the Agreement. The Certificate of Insurance shall name the City of Boynton Beach and its officers, employees, and agents as additional insureds. 24. LIMITATION OF LIABILITY. Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Consultant beyond the amount remaining due to Consultant under the Agreement, regardless of whether said liability be based in tort, contract, indemnity, or otherwise; and in no event shall City be liable to Consultant for punitive or exemplary damages or lost profits or consequential damages. 25. INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer relationship between the Parties. The Parties intend that Consultant is an independent contractor under this Agreement and shall not be considered the City's employee for any purpose. Consultant shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement 26. COMPLIANCE WITH LAWS. Consultant hereby warrants and agrees that at all times material to the Agreement, Consultant shall comply with all applicable federal, state, and 26-071 A Agreement—Ryper Water Analytics,LLC 10 local laws, rules, and regulations, including section 501.171, Florida Statutes. Non- compliance may constitute a material breach of the Agreement. 27. BREACH OF REPRESENTATIONS. Consultant acknowledges that City is materially relying on the representations, warranties, and certifications of Consultant stated in its Proposal and this Agreement, and City shall be entitled to exercise any or all of the following remedies if any such representation, warranty, or certification is untrue: (a) recovery of damages incurred; (b) termination of this Agreement without any further liability to Consultant; (c) set off from any amounts due Consultant the total amount of any damage incurred; and (d) debarment of Consultant. 28. ASSIGNMENT. If this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered under any circumstances by Consultant, Consultant must gain prior written consent from City thirty(30) business days before such transfer. If Consultant assigns or transfers this Agreement without the City's written consent, the Agreement shall, at the City's option, become null and void. 29. NO LIEN. The Consultant shall not at any time permit any lien, attachment, or any other encumbrance under the laws of the State of Florida, or otherwise, by any person or persons whomsoever to be filed or recorded against the City, against any City property, or money due or to become due for any work done or materials furnished under this Agreement by Consultant. 30. AGREEMENT SUBJECT TO FUNDING. The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 31. NON-EXCLUSIVE. This Agreement is non-exclusive. City may retain additional entities to perform the same or similar work. 32. REPRESENTATION OF AUTHORITY. Consultant represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of Consultant and that neither the execution nor performance of this Agreement constitutes a breach of any agreement that Consultant has with any third party or violates applicable law. Consultant further represents and warrants that execution of this Agreement is within Consultant's legal powers, and each individual executing this Agreement on behalf of Consultant is duly authorized by all necessary and appropriate action to do so on behalf of Consultant and does so with full legal authority. 26-071 A Agreement—Ryper Water Analytics,LLC 1 1 33. CONFIDENTIAL INFORMATION; GENERATIVE ARTIFICIAL INTELLIGENCE; AND DATA SECURITY. a. Confidential Information and Generative Artificial Intelligence. Unless expressly authorized in this Agreement or in writing in advance by the City, Consultant is strictly prohibited from disclosing, uploading, or otherwise making available to third parties, directly or indirectly, including but not limited to through utilization of generative artificial intelligence tools, any exempt, confidential, sensitive security, or personal information of the City. Consultant must ensure that any use of generative artificial intelligence tools by Consultant or its subconsultants does not involve the disclosure of exempt, confidential, sensitive security, or personal information, including, without limitation, for large language model learning or training. Consultant must implement and maintain appropriate technological and operational safeguards to ensure compliance with the obligations of this section. Consultant shall not voluntarily disclose, publish, or commercially exploit any financial data, valuation analysis, projections, or other information obtained from the City in connection with this Agreement for any purpose other than performance of the Services, including for use in services rendered to any other client. This prohibition shall survive the expiration or termination of this Agreement. Nothing in this section shall be construed to limit the City's obligations under Chapter 119, Florida Statutes, or any other applicable public records law. b. Data Security: Cvbersecurity Requirements. Consultant shall implement and maintain administrative, technical, and physical safeguards that comply with industry best practices and all applicable laws to protect City data from unauthorized access, disclosure, alteration, and destruction. Consultant shall notify the City in writing within 24 hours of discovering any actual or suspected security incident, breach, or unauthorized access involving City data. Consultant shall cooperate fully with the City in investigating, mitigating, and remediating the incident at Consultant's sole cost. Consultant shall ensure that all subconsultants comply with the requirements of this section. 34. RIGHTS IN DOCUMENTS AND WORK. a. Ownership. Any and all videos, photographs, documents, materials, data, or other work created by Consultant in connection with performing services, whether finished or unfinished ("Documents and Work"), shall be owned by City, and Consultant hereby transfers to City all right, title, and interest, including any copyright or other intellectual property rights, in or to the Documents and Work. b. Intellectual Property Warranty; Infringement Indemnity. 1. IP Warranty. Consultant represents and warrants that all Documents and Work provided under this Agreement are (i) original to Consultant, or (ii) properly 26-071A Agreement—Ryper Water Analytics,LLC 12 licensed for use and reuse by the City. Consultant shall provide copies of all applicable licenses to the City upon request. 2. Infringement Indemnity. Consultant shall indemnify, defend, and hold harmless the City from and against any and all claims, damages, losses, liabilities, and expenses, including attorneys' fees, arising out of any actual or alleged infringement of any patent, copyright, trademark, trade secret, or other proprietary right related to the Documents and Work provided by Consultant or its subconsultants. 3. Correction of Infringing Work. If any portion of the Documents and Work is held to infringe, Consultant shall, at its sole expense and without delay: (i) secure for the City the right to continue using the Documents and Work; (ii) replace the Documents and Work with non-infringing equivalents acceptable to the City; or (iii) modify the Documents and Work to make them non-infringing while retaining equivalent functionality. c. Delivery Upon Expiration or Termination of Agreement. Upon expiration or termination of this Agreement, the Documents and Work shall become the property of City and shall be delivered by Consultant to City within seven (7) days after expiration or termination. Any compensation due to Consultant may be withheld until all Documents and Work are received as provided in this Agreement. Consultant shall ensure that the requirements of this section are included in all agreements with all subconsultant(s). d. Reuse of Proiect Documents. City may, at its option, reuse (in whole or in part) the resulting end-product or deliverables resulting from Consultant's Services (including, but not limited to, drawings, specifications, other documents, and services as described herein); and Consultant agrees to such reuse in accordance with this provision. e. Prohibition on Sale or Commercialization of City Information. Consultant shall not sell, lease, license, distribute, commercialize, or otherwise monetize any City data, information, documents, or materials obtained or created in connection with this Agreement, including but not limited to confidential information, proprietary data, records, databases, or any other information belonging to or relating to the City, its operations, or its constituents, and shall not use any City information for any commercial purpose unrelated to the performance of Services under this Agreement. This prohibition shall survive the expiration or termination of this Agreement, and Consultant shall include substantially similar restrictions in all agreements with subconsultants who may have access to City information. 35. CONSULTANT'S STAFF. Consultant will provide the key staff identified in its Proposal as long as they are in Consultant's employment. Consultant acknowledges that the City 26-071A Agreement—Ryper Water Analytics,LLC 13 selected Consultant based in part on the qualifications and experience of the key personnel identified in Consultant's Proposal. Consultant shall not remove, reassign, or replace any key personnel without the City's prior written approval. The City may deny approval if the proposed replacement lacks equivalent qualifications or experience, based on reasonable standards. Consultant shall be solely responsible for any delays or additional costs resulting from changes to key personnel. If City desires to request the removal of any of Consultant's staff, City shall first meet with Consultant and provide reasonable justification for said removal; upon such reasonable justification, Consultant shall use good faith efforts to remove or reassign the staff at issue. 36. AUDIT AND RECORDS. a. Maintenance of Records. Consultant shall maintain complete and accurate books, documents, accounting records, financial records, project files, correspondence, subconsultant files, and other evidence relating to performance of the Services ("Records"). Records shall be maintained in accordance with generally accepted accounting principles and industry standards. b. Retention. Consultant shall retain all Records for a period of five (5) years after the latest of: (i) final payment under this Agreement, (ii) expiration of the Agreement, or (iii) resolution of any dispute arising from this Agreement. c. Audit Rights. The City and its duly authorized representatives may audit, inspect, examine, and copy the Records at any time during normal business hours upon reasonable notice. Such audits may include review of direct and indirect costs, overhead, multipliers, subconsultant invoices, and supporting documentation. d. Costs Disallowed. If an audit reveals overcharges, unallowable costs, or other amounts improperly invoiced, the Consultant shall promptly refund such amounts to the City. The City may withhold payment, offset against future invoices, or pursue any legal remedy to recover disallowed costs. e. Cooperation. Consultant shall cooperate fully with all audit activities and shall ensure that subconsultants comply with the requirements of this article. 37. THIRD-PARTY BENEFICIARIES. Neither Consultant nor City intends to primarily or directly benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 38. MATERIALITY AND WAIVER OF BREACH. Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm's length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and essential to the formation of this Agreement, and each is, therefore, a material term. City's failure 26-071A Agreement—Ryper Water Analytics,LLC 14 to enforce any provision of this Agreement shall not be deemed a waiver of such provision or a modification of this Agreement. A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed as a modification of this Agreement. To be effective, any waiver must be in writing and signed by an authorized signatory of the Party granting the waiver. 39. COUNTERPARTS AND MULTIPLE ORIGINALS. This Agreement may be executed in multiple originals and may be executed in counterparts, whether signed physically or electronically, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 40. HEADINGS. The headings contained in this Agreement are for the convenience of reference only and shall not affect the interpretation of this Agreement. 41. NON-DISCRIMINATION. Consultant and any subconsultants shall not discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. 42. PROHIBITION ON USE OF CITY'S NAME IN MARKETING. Consultant shall not use the City's name, logo, seal, or any reference to this Agreement in any advertising, marketing materials, client lists, press releases, or public statements without the City's prior written approval. 43. CONFLICT OF INTEREST. Consultant warrants that, to the best of its knowledge, no conflict of interest exists with respect to the performance of this Agreement. During the Term of the Agreement, Consultant shall not provide services to or enter into any agreement with Palm Beach County or any other party whose interests are adverse to the City in connection with the potential sale or transfer of the City's utility system, without the prior written consent of the City. Consultant shall promptly disclose any actual or potential conflict of interest to the City in writing. The City may terminate this Agreement if, in its sole discretion, a conflict of interest exists that cannot be adequately mitigated. 44. CONTROLLING PROVISIONS. Except as otherwise explicitly provided herein, in the event of any conflict between the specific provisions of this Agreement and the requirements or provisions of the Solicitation, and/or the Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2) the Solicitation; and (3) the Proposal. Wherever possible, the provisions of the documents shall be construed in such a manner as to avoid conflicts between the provisions of the various documents. 45. ENTIRE AGREEMENT. The Agreement, including the Solicitation, the Proposal, and the Exhibits that are incorporated into this Agreement in their entirety, embody the entire agreement and understanding of the parties concerning the subject matter of this Agreement and supersede all prior and contemporaneous agreements and 26-071 A Agreement—Ryper Water Analytics,LLC 15 understandings, oral or written, relating to said subject matter. This Agreement may only be modified by a written amendment executed by the City and Consultant. 46. SEVERABILITY. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 47. NO CONSTRUCTION AGAINST DRAFTER. The Parties acknowledge that they have both participated in the negotiation and preparation of this Agreement. Accordingly, this Agreement shall not be construed more strictly against either Party, regardless of which Party was responsible for its preparation. 48. FEDERAL GRANT COMPLIANCE. If the Scope of Services involves work funded in whole or in part by federal funds, the Consultant shall comply with all federal requirements applicable to the funding source, including, but not limited to, procurement, reporting, record retention, audit access, and prohibited telecommunications equipment requirements. In the event of any conflict between this Agreement and the federal requirements, the federal requirements will govern and control. 26-071A Agreement—Ryper Water Analytics,LLC 16 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year last set forth below. CITY F BOYNTON BEACH, FLORIDA RYPER WATER ANALYTICS, LLC A�fc./'L 'h Rebecca Shelton, Mayor (Snature), Company 5//' '/0? a, Ryan Smith Dat4 ' Print Name of Authorized Official President Title Approved as to Form: May 8, 2026 it Date Shawna G. Lamb, City Attorney (Corporate Seal) Attest/Authenticated: Attested/Authenticated: (Signature), Witness /iii h A Anti Tammy Stanzi•ne, Interi Ci Clerk Print Name �Dy N TON ►► cs- s'�: SEAL•' - U' :•INCORPORATED; 192 0 ' 26-071A Agreement—Ryper Water Analytics,LLC 17 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, AND PROPOSED FEES IIS) Ilithpyper Water Analytics if! Utility Ana lytics, Data, & Rate Consultants April 22,2026 Ms.Poonam Kalkat,PhD Utilities Director Boynton Beach Utilities Administration City of Boynton Beach 124 E Woolbright Rd Boynton Beach,FL 33435 Subject Financial Consulting Services for Water and Wastewater System Estimate of Probable Value-Income Approach Dear Poonam: Attached for your consideration is the proposed scope of services, contract budget, and project schedule for Ryper Water Analytics LLC ("Ryper") to prepare a financial analysis associated with the potential sale of the City of Boynton Beach's (the"City") water,wastewater,and reuse utility systems(the"System")to Palm Beach County(the "County"),excluding the City's stormwater system. This proposed work authorization offers services as outlined in the attached scope of services,for total compensation of ninety-five thousand and sixty dollars($95,060).The terms reflected in the proposed work authorization will be accepted by the issuance of a Purchase Order by the City,which shall be effective for thirty(30) days from the date of submission of the proposal. We appreciate the opportunity to assist the City relative to the potential sale of the System.The receipt of the Purchase Order from the City which accepts the scope and terms of the proposed work authorization will serve as our notice to proceed. If you have any questions regarding the proposed work authorization,please do not hesitate to contact us. Respectfully, Ryper Water Analytics, Ryan Smith 180 SOUL H KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryan©ryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 18 III) , iRyper Water Analytics _I! Utility Analytics,ics, Data, & Rate Consultants BOYNTON BEACH UTILITIES ADMINISTRATION PROFESSIONAL CONSULTING SERVICES FOR WATER AND WASTEWATER ESTIMATE OF PROBABLE VALUE-INCOME APPROACH OBJECTIVE The Utilities Administration Department of the City of Boynton Beach, Florida (the "City") and Ryper Water Analytics, LLC. ("Ryper") have entered into this general services agreement (the "Agreement") to provide financial planning and rate consulting services to evaluate the potential sale of the City's water, wastewater, and reuse utility systems (the "System" or "Systems"), excluding the City's stormwater system, assets, and operations, to Palm Beach County (the "County').The primary objectives of the services to be performed for the City include the preparation of: 1) a ten (10) year financial forecast of utility revenue requirements; 2) a ten (10) year capital funding analysis recognizing multiple capital improvement scenarios; 3) projections of net cash flows generated by the acquired System under County ownership and operations (Income Approach); and 4) other financial analyses necessary to evaluate County ownership and operations of the acquired System (the"Project"). SCOPE OF SERVICES The scope of services to be performed by Ryper has been presented in a series of primary tasks based on the objectives of the City.The following is the scope of services to be performed by Ryper in regard to this Project. Task 1 - Project Kickoff and Data Acquisition/Compilation Review: Ryper will prepare a data request to initiate the Project, and to compile statistical and financial information from the City and the County.Ryper will prepare a written data request and will interview staff members from both entities to collect financial, capital and other planning documentation needed to perform the analysis. Data that will be requested will include, but not be limited to, the following:1)financial data such as the adopted Fiscal Year 2026 and proposed Fiscal Year 2027 operating budgets and financial statements detailing recent historical operating results for the City and the County; 2) available cash balances and fund balances by specific fund; 3)the most recent capital improvement plan, including any carry-forward projects approved in prior years that are still in process; 4) historical detailed customer billing and sales statistics, County rate structures, and County customer classifications; 5)financing, debt covenant, bond resolution, and other debt-related information; 6) personnel, compensation, benefit, operating budget, cost allocation, utility rate, operational, and engineering data; and 7)other information as deemed necessary by Ryper to prepare the Project. 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:RyanOryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 19 Iii 1Ryper Water Analytics _f! Utility Analytics,ics, Data, & Rate Consultants Task 2- Development of Customer and Usaae Forecast with Billina Cateaory Miaration: Ryper will evaluate and present statistical information as provided by staff for Fiscal Year 2025 to review overall demand requirements. Based on historical trends in customer growth/usage requirements, discussions with City and County staff concerning development/re-development and growth within the service areas,and potential modifications to customer needs, Ryper will prepare a customer and sales forecast for the water and wastewater Systems for the ten (10) fiscal year period ending 2035 (the "Forecast Period"). This task will include the development of projections using the City's existing customer classifications and the County's customer classifications, as well as the migration of customers and usage into the County's billing categories for purposes of the County ownership scenario. Task 3 - DevelQpment of Revenue Projections from County Rates: This task involves the development of water and wastewater rate revenues for the Forecast Period under County ownership recognizing: 1)the results of the customer and sales forecast performed in Task 2; and 2)the County's rate structure,as applied to the acquired customers and their estimated demands. This task will also involve a flow-frequency analysis by customer class, the elimination of stormwater revenues and the outside-City surcharge currently applied by the City, recognizing that no such surcharge will apply under County ownership.This task will also include the projection of other operating revenues, impact fee revenues, and interest income earned on unrestricted fund balances as defined in the County's bond resolution for the acquired System. (Remainder of Page Intentionally Left Blank) 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryan@ryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 20 I11 hRyper Water Analytics � Utility Analytics,ics, Data, & Rate Consultants Task 4 - Development of Operating Expense Projections Under County Ownership:This task involves the development of a projection of the estimated amount of annual operating and maintenance expenses (the "Operating Expenses")that have been identified to be funded from water and wastewater rates for the Forecast Period under County ownership and operations.This task will be performed in sufficient detail to:1) recognize the primary expenses that will transfer with the acquired System, including personnel and other direct costs; 2) assist in the projection of expenditures for the applicable Forecast Period to reflect County compensation and benefit structures; 3) exclude stormwater and customer service-related expenses that will not be conveyed or assumed; and 4) recognize changes in operating costs due to County operational practices, regulatory requirements, utility operations, and the implementation of the capital improvement program. Finally,other operating expenses such as indirect cost allocations, administrative charges, insurance needs, and other expenses will be evaluated to promote "full cost recovery" under County ownership. Task 5 -Capital Improvement Plan Funding and Supply Alternative Analysis: This task involves working with the City and the County to identify the applicable System's capital improvement program for the Forecast Period,and to develop a funding analysis to identify available sources of funds for financing of the respective capital improvement programs and the estimated impact on rate revenues associated with the capital funding programs for the Forecast Period under County ownership. The forecast will assume a "fully funded" capital plan for all projects identified for continuation, excluding stormwater capital projects. This task will also involve an evaluation of alternatives for wholesale water supply from the County, including the potential decommissioning of the City's East Water Treatment Facility,together with an analysis of any required infrastructure such as transmission mains, storage, interconnections, and related facilities. As part of this task, Ryper will prepare restricted/unrestricted fund balance projections based on the County's established internal funds.Additionally,Ryper will evaluate prior period capital projects that are still underway and have a claim on the existing financial resources of the System (construction-work-in-progress). 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryan©ryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 21 II �,t1 Ryper Water Analytics I _f! Utility Analytics,Anal ics, Data, & Rate Consultants Task 6 - Other Revenue Reauirements and Manaaement Dashboard Under County Operations:To meet the financial obligations associated with County ownership and operations, Ryper will review the financial aspects of the acquired System to potentially recognize other revenue requirements that may need to be allocated or included in the analysis. This task will include assistance in the development of fiscal targets in terms of working capital maintenance, the funding of capital re-investment for long-term planning needs,the funding of other departmental capital or maintenance reserves for items such as vehicles and equipment, and the recognition of any other transfer or administrative requirements that may be associated with County ownership and operations. As part of this task, Ryper will develop "management dashboards"for the acquired System to allow for the review of the financial position of the System, and the ability to perform sensitivity analyses to finalize the capital funding plans, financial forecasts, and other outputs under County ownership and operations. Ryper will work with the City and the County to identify any fiscal policies and financial performance targets that may provide guidelines and support for the financial forecasts and fiscal policies necessary to address the goals related to financial performance,such as debt service coverage ratios and reserve fund levels that the County may deem necessary for the acquired System. Task 7 - bond Resolution and Financial Covenant Compliance Analy : This task will be conducted to identify the ability of the projected revenues and recommended rates to meet any rate covenant and flow of fund requirements, as defined in the County's governing bond resolution,together with any debt issuance assumptions associated with the acquisition of the System. The compliance analysis will be performed for the Forecast Period to maintain the financial integrity of the acquired System under County ownership. If required, this compliance analysis will also include an evaluation of the additional bonds test, debt service coverage requirements, and other covenant testing applicable to the County's standards to determine that the issuance of additional utility revenue bonds on a senior,and/or subordinate lien basis. 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK,FL 32789 Tel:407-537-9878 0 Email:RyanOryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 22 111 IlioRyper Water Analytics Utility Analytics,ics, Data, & Rate Consultants Task 8-Development of Operating Cash Flows and Net Present Value Analysis: Based on the aforementioned tasks,Ryper will prepare a summary of the total net revenue requirements of the acquired System, the accompanying rate impact requirement for each fiscal year of the Forecast Period, and the projected operating cash flows generated under County ownership and operations.This task will also include the calculation of the net present value of projected cash flows for an evaluation period of twenty(20)to thirty(30)years. Task 9 - City General Fund Fiscal Impact Analysis: Ryper will conduct an analysis of the fiscal impacts to the City's General Fund associated with the potential sale of the utility system. This assessment will involve the quantification of revenues, transfers, fees, allocations, and other financial inflows received by the City's General Fund including,but not limited to, PILOT payments,indirect cost allocations,fleet and information technology transfers, the ten percent (10%) water tax, and other shared revenues/expenses. The findings will be compiled into a briefing document to estimate the ongoing annual fiscal impact to the City following acquisition by the County. Task 10- Rate and Fee Comparisons Under Alternative Ownership Scenarios: Ryper will prepare comparisons of water and wastewater rates (monthly service charges) under three scenarios: 1) current City ownership; 2) County ownership;and 3) County ownership with a potential surcharge applied to the acquired customers.This will provide a comparison to the City of the rate levels under the alternative ownership scenarios and, as appropriate, in relation to those charged by other neighboring or similar utilities. Task 11 - Report_ Valuation Coordination. and Staff Presentation of Results: Ryper will prepare a report and summary presentation documenting all of our analyses,assumptions,and considerations for final review by City staff.This task will also include coordination with City consultants to support the development of an opinion of probable cost (valuation)to assist in estimating the total value of the utility system under the acquisition scenario. Based on the staff comments received,Ryper will make any modifications to the analysis prior to the submission of the recommendations for City Commission consideration. 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryangryperwater.com 0 Website:www.ryperwater.com 26-071 A Agreement—Ryper Water Analytics,LLC 23 IIlibRyper Water Analytics _1! Utility Analytics,ics, Data, & Rate Consultants Task 12- Public Hearing;To present the results and recommendations to the City's Commission and the public with respect to the recommendations as delineated in the report, Ryper will attend one public hearing with the City's Commission.Ryper will submit materials related to the presentation one week in advance of the City's Commission workshop meeting. STAFF ASSISTANCE As with any major study performed for a public utility, the City's staff will be called upon to provide assistance to Ryper to complete the engagement on a timely basis.The following is a list of the activities anticipated to be performed by the staff of the City. 1. The gathering of specific customer, operational and financial data and information relative to the Project; 2 The performance of certain analyses relative to the compiling of data if not in a usable format in general records and reports of the City, 3 Aiding in the formulation of policy decisions relative to cost or need determination, cost allocations, and rate recommendations.An example would include rate-phasing alternatives, capital improvements project prioritization,etc.;and 4. Performing a general review and providing comments relative to the results of our analyses. (Remainder of Page Intentionally Left Blank) 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryancryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 24 1111 l, ,Ryper Water Analytics 1' Utility Analytics, Data, & Rate Consultants ADDITIONAL SERVICES During the course of the Project, the City may request additional services relative to the performance of the revenue sufficiency analyses from Ryper. Such services will not be conducted until authorized by the City.All invoices for additional services performed by Ryper will be based on the hourly rate schedule of Ryper members as identified in Exhibit A of this proposal, or on some other basis as mutually agreed between the City and Ryper.Although no additional services are anticipated for this engagement,examples of additional services may include the following: 1. Attendance of meetings with City staff, City Commission or interested parties,or public hearings in addition to what is contemplated in the scope of services. 2. The derivation of rate design analyses beyond what is contemplated in the scope of services. 3. Design of other rates or miscellaneous service charges not specifically addressed in the scope of services. 4. Performance of any annual update to the financial forecast after completion of the Project. 5. Delays in the Project schedule at no fault to Ryper, which may have impacts on analyses performed, and which would affect the budget for the scope of services reflected herein. SCHEDULE Ryper will begin work on the Project upon receipt of a purchased order from the City. Ryper will endeavor to complete the Scope of Services within the timeframe of the City's schedule to complete the Project, subject to any excused delay occasioned by factors beyond Ryper's reasonable control. Based on data availability Ryper intends to complete the analyses within 120 days of notification to proceed. 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryan©ryperwater.com 0 Website:www.ryperwater.com 26-071A Agreement—Ryper Water Analytics,LLC 25 'liI11 bRyper Water Analytics -f! Utility Analytics, Data, & Rate Consultants PROPOSED FEES Ryper shall bill for the services described above on a not-to-exceed budget based on actual hours incurred by Ryper personnel and actual materials costs (if any),except as may be modified by the City and Ryper, in the amount of up to $95,060. A further breakdown of the estimated Ryper personnel hours and proposed fees is shown below in Exhibit A. Description Project Manager Rnandal Analyst Total Direct Labor Rates II $235 $150 I Task 1-Project Kickoff and Data Acqursiton/Compilation Rewevti I 8 8 16 Task 2-Development of Customer and Usage Forecast with Billing Category Migration 12 16 28 Task 3-Development of Revenue Projections from County Rates 36 48 84 Task 4-Development of Operating Expense Projections Under County Ownership 32 I 24 56 Task 5-Capital Improvement Plan Funding and Supply Alternative Analysis 24 32 56 [Task 6-Other Revenue Requirements and Management Dashboard Under County Operations 16 16 32 !Task 7-Bond Resolution and Financial Covenant Compliance Analysis 24 24 48 Task 8-Development of Operating Cash Flows and Net Present Value Analysis 12 ----1 12 24 Task 9-City General Fund Fiscal Impact Analysis 16 24 40 Task 10-Rate and Fee Comparisons Under Alternative Ownership Scenarios 8 16 24 Task 11-Report.Valuation Coordination,and Staff Presentation of Results 40 40 80 Task 12-Public Hearing 8 4 12 Total Project Hours 236 264 500 Total Project Labor Cost j $55,460 i $39,600 $95,060 180 SOUTH KNOWLES AVE-SUITE 9-WINTER PARK, FL 32789 Tel:407-537-9878 0 Email:Ryancryperwater.com 0 Website:www.ryperwater.com 26-071 A Agreement—Ryper Water Analytics,LLC 26 EXHIBIT B INSURANCE ADVISORY The City of Boynton Beach DIVISION OF RISK MANAGEMENT 100 E.Ocean Avenue - Boynton Beach,Fonda 33435 (P):561-742-6271 1(F):561-742-6274 www.bovnton-beach.orc ..t VENDOR INSURANCE REQUIREMENTS—PROCUREMENT 1. INSURANCE REOUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide,pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below.(Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury,Personal Injury,and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and$2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability,Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned,Hired,Scheduled,and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than$1,000,000 combined single limit each accident.If the Contractor does not own vehicles,the Contractor shall maintain coverage for Hired and Non-Owned Auto Liability,which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Professional Liability/Maluractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers'Compensation and Employer's Liability Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than$1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department,if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida,its officials,employees,and volunteers for all losses or damages.The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others or equivalent. Contractor must be in compliance with all applicable State and federal workers'compensation laws, including the U.S.Longshore and Harbor Workers'Compensation Act or Jones Act,if applicable. AMERICA'S GATEWAY TO THE GULFSTREAM 26-071A Agreement—Ryper Water Analytics,LLC 27 For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees,leased employees,volunteers,and any workers performing work in execution of this Contract. If the Contractor has applied for a workers'compensation exemption,the City does not recognize this exemption to extend to the employees of the Contractor.The Contractor is required to provide proof of coverage for their employees, leased employees,volunteers and any workers performing work in execution of this Contract.This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than$1,000,000 per claim arising out of this Contract,including but not limited to,all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage(Builder's Risk) Coverage must be afforded in an amount not less than 100%of the total project cost,including soft costs,with a deductible of no more than$25,000 each claim.Coverage form shall include,but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement,which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials,equipment,supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized,pressurized,or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site,while in transit,or while stored at a temporary location.Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage,and name the City as a loss payee.This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance(binders re unacceptable) no later than thirty(30)days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty(30)day notice of cancellation;ten(10)days'notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement,it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail,return receipt requested,and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy, the Contractor shall provide the City with an updated Certificate of Insurance no later than ten(10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form.If any coverage is provided on a claims-made form,the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies,with the exception of Workers'Compensation. g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract,Bid/Contract number,event dates,or other identifying reference must be listed on the certificate. AMERICA'S GATEWAY TO THE GULFSTREAM 26-071A Agreement—Ryper Water Analytics,LLC 28 The Certificate Holder should read as follows: City of Boynton Beach Attn:Risk Management 100 E.Ocean Ave Boynton Beach,FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be hilly and solely responsible for any costs or expenses as a result of a coverage deductible,co-insurance penalty,or self- insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty,self-insured retention,or coverage exclusion or limitation.Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements,as set forth in this Contract,the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City,its officials,employees,or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City,and/or this Contract is terminated.Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract.The City reserves the right to review, at any time,coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident(occurrences)associated with this Contract,shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements.All coverages for independent and subcontractors shall be subject to all oldie requirements stated herein.Any and all deficiencies are the responsibility of the Contractor. NOTE:These are minimal insurance requirements. Additional insurance,(e.g.,Cyber Liability)may be required based upon the type of event,services,or equipment purchased and/or provided. Revised 06/17/2025 AMERICA'S GATEWAY TO THE GULFSTREAM 26-071A Agreement—Ryper Water Analytics,LLC 29 ACORE, CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 05/11/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Brant Fleming Fleming Enterprises, Inc. Laco ,ONr o.Ext): (321)445-1104 a C.No): (407)423-7837 2208 Hillcrest Street E-MAIL ADDRESS. fli rant emn a enc ADDRESS. � 9 9 Y.net INSURER(S)AFFORDING COVERAGE NAIC# Orlando FL 32803 INSURERA: HARTFORD UNDERWRITERS INS CO 30104 INSURED INSURER B: Capitol Specialty Ins Corp. I 10328 Ryper Water Analytics LLC INSURER c: 1 180 S Knowles Ave INSURER D: INSURER E: Winter Park FL 32789-7009 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IUBR: POLICY EFF POLICY EXP LTR I TYPE OF INSURANCE INSR Airycn ISwvn POLICY NUMBER IMM/DD/YYYYI (MM PD//YYYY1 LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A x x 21SBMAU1EHY 09/12/2025 09/12/2026 I PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO- POLICY LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: COMBI $ AUTOMOBILE LIABILITY (Eaid LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A AWNED AUTOS ONLY SCHEDULED AUTOS 21SBMAU1EHY 09/12/2025 09/12/2026 BODILY INJURY(Per accident) $ XHIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000.000 A EXCESS LIAB CLAIMS-MADE 21SBMAU1EHY 09/12/2025 09/12/2026 AGGREGATE $ 1,000,000 I DED IX RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE' $ If yes.describe under I DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Errors and Omissions Each Erroneous Act $2,000,000 B SGC001170204 09/21/2025 09/21/2026 Aggregate $2,000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Boynton Beach is an additional insured for general liability when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Boynton Beach ACCORDANCE WITH THE POLICY PROVISIONS, Attn: Risk Management AUTHORIZED REPRESENTATIVE 100 E Ocean Ave Boynton Beach FL 33435 } ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD