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Agenda 05-07-19
The City of wr Boynton Beach y City Commission Agenda Tuesday, May 7, 2019, 6:30 PM Intracoastal Clubhouse Park 2240 N. Federal Highway Regular City Commission Meeting Boynton Beach City Commission Mayor Steven B. Grant (At Large) Vice Mayor Justin Katz (District 1) Commissioner Mack McCray (District 11) Commissioner Christina L. Romelus (District III) Commissioner Ty Penserga (District IV) Lori LaVerriere, City Manager James Cherof, City Attorney Judith A. Pyle, City Clerk *MISSION* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. -to- die,,C0 www.boynton-beach.org Page 1 of 1076 WELCOME Thank you for attending the City Commission Meeting GENERAL RULES & PROCEDURES FOR PUBLIC PARTICIPATION AT CITYOF BOYNTON BEACH COMMISSION MEETINGS THE AGENDA: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes& Nays" or by a roll call vote. SPEAKING AT COMMISSION MEETINGS: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit- Three (3) Minutes • Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, presentations and first reading of Ordinances - Time Limit- Three (3) minutes ADDRESSING THE COMMISSION: When addressing the Commission, please step up to either podium and state your name for the record DECORUM: Any person who disputes the meeting while addressing the Commission may be ordered by the presiding officer to cease further comments and/or to step down from the podium. Failure to discontinue comments or step down when so ordered shall be treated as a continuing disruption of the public meeting. An order by the presiding officer issued to control the decorum of the meeting is binding, unless over-ruled by the majority vote of the Commission members present. Please turn off all pagers and cellular phones in the City Commission Chambers while the City Commission Meeting is in session. City Commission meetings are held in the Intracoastal Park Clubhouse, 2240 N. Federal Highway, Boynton Beach. All regular meetings are held typically on the first and third Tuesdays of every month, starting at 6:30 p.m. (Please check the Agenda Schedule- some meetings have been moved due to Holidays/Election Day). Page 2 of 1076 1. OPENINGS A. Call to Order - Mayor Steven B. Grant Invocation by Pastor Bob Bender of Christ Fellowship Church Pledge of Allegiance to the Flag led by Commissioner Mack McCray. Roll Call Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption 2. OTHER A. Informational items by Members of the City Commission 3. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS A. Proclaim May as Building Safety Month in order to help promote citizen awareness of building safety, energy efficiency, water conservation and sustainability. B. Proclaim the month of May as Haitian Heritage and May 18 as Haitian Flag Day. C. Proclaim May 2018 as Mental Health and Trauma Informed Care Month. Woodrow Hay, Chair of Boynton Beach Mental Health Committee will be present to accept the Proclamation. D. Proclaim the Month of May 2019 as National Historic Preservation Month. E. Announce the Solid Waste Division will be having Tire Amnesty Week for the City residents from June 3rd,2019- June 7th, 2019. F. Announce that Hurricane Season begins June 1St and the Solid Waste Division is urging residents to do their part by conducting tree trimming early in preparation for the Hurricane Season. G. Announcement by Police Chief Gregory of awards the Police Department received from the Palm Beach County School District. H. Announce awards received by the Utility Department by Colin Groff, Assistant City Manager- Public Services. I. Glenn Joseph, Fire Chief to announce that Boynton Beach Fire Rescue is launching a Firefighter Exploring Program for the youth in our community. This free career program will help young adults prepare for careers in the fire service and other public safety professions. J. Kathy Cline, Fire Marshal to announce The Boynton Beach Fire & Life Safety Division joining the American Red Cross to install smoke alarms in the Forest Park Community on May 11th, 2019. K. Announcement of a communications and marketing award received by the City of Boynton Beach for the City's 2018 Calendar. L. Announcement by Eleanor Krusell, Public Communications and Marketing Director, regarding the Grand Opening of the Dog Park expansion. 4. PUBLIC AUDIENCE Page 3 of 1076 INDIVIDUAL SPEAKERS WILL BE LIMITED TO 3 MINUTE PRESENTATIONS (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. ADMINISTRATIVE A. Appoint eligible members of the community to serve in vacant positions on City advisory boards. 6. CONSENTAGENDA Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments A. Accept surtax capital project status report for 2nd quarter of fiscal year 2018-19- January through March 2019. B. Approve proposal from Homrich Corporation of Lake Worth, FL to reassemble the amphitheater at Sara Sims Park in an estimated amount of$43,890. C. PROPOSED RESOLUTION NO. R19-047-Authorize the City Manager to sign a Host Agency Agreement with the AARP Foundation Senior Community Service Employment Agency, to provide a work experience training opportunity under the City's Americans with Disabilities (ADA) Coordinator. D. PROPOSED RESOLUTION NO. R19-048 -Authorize the Mayor to sign an FPL Easement for new Police Department headquarters building. E. PROPOSED RESOLUTION NO. R19-049-Approve utilizing the Monroe County Contract# 91-0-2016 with Boundtree Medical for the City's medical supplies on an "As Needed" basis with an estimated annual expenditure of$80,000 and authorize the City Manager to sign an Agreement. The Monroe County Contract procurement process satisfies the City's competitive bid requirements. F. PROPOSED RESOLUTION NO. R19-050- Authorize the City Manager to sign two 60-month agreements for the purchase of WAN network connectivity services and Internet services and one 36-month agreement for the purchase of WAN network connectivity services from Comcast Business Communications, LLC for $2,590.28 a month, utilizing the General Services Administration (GSA) contract# GS-35F-184BA. The City is allowed to purchase from this GSA contract. G. PROPOSED RESOLUTION NO. R19-051 - Authorize utilizing the State of Florida Alternate Contract#43211500-W SCA-15-ACS for the purchase of Dell workstations and Monitors from Dell Marketing LP of Round Rock, TX in an amount not to exceed $40,000 and authorize the City Manager to sign an Agreement with Dell Marketing LP. The Florida Alternate Contract procurement process satisfies the City's competitive bid requirements. H. PROPOSED RESOLUTION NO. R19-052- Approve and authorize the City Manager to sign an Agreement utilizing the US Communities Contract # EV2370, with the City of Kansas City being the lead agency, with Graybar Electrical Company for the purchase of electrical parts and components, and lighting for an estimated annual expenditure of $70,000. The US Communities process satisfies the City's competitive bid requirements. I. Approve award for the bid "Backflow Prevention Device Inspection, Testing and Repair Services" Bid # 020-2821-19/EM to Line-Tec Inc. of Delray Beach, FL as the lowest, most responsive, responsible bidder who met all specifications for the anticipated annual expenditure of $25,000 on an "As Needed" basis. J. Approve increase of Purchase Order #190663 to B&B Underground Construction, Inc. in the amount of $30,030.62 for the Lift Station No. 405 Improvements project, increasing the Purchase Order from $44,825.00 to $74,855.62 due to additional paving and piping that was needed during Page 4 of 1076 excavation. K. Accept the City of Boynton Beach Community Rating System (CRS) Flood Mitigation Plan Progress Report, Flood Mitigation Activities Action Plan updates and Program for Public Information Evaluation Report (May 2018 to April 2019). Copies will be available to the public on the City's website on the Flood Information page. (www.boynton-beach.org/flood-information). L. Approve the one-year extension for RFPs/Bids and/ or piggy-backs for the procurement of services and/or commodities as described in the written report for May 7, 2019- "Request for Extensions and/or Piggybacks." M. Accept the Fiscal Year 2018-2019 Budget Status Report of the General Fund and the Utilities Fund for the five (5) month period ended February 28, 2019. N. Approve the minutes from City Commission meeting held on April 16, 2019. 7. BIDS AND PURCHASES OVER $100,000 A. PROPOSED RESOLUTION NO. R19-053- Approve utilizing the State of Florida Contract # 42000000-18-ACS (Alternate Source Contract) with Concordance Medical, Henry Schein Medical, McKesson Medical and Medical Solutions for the City's medical supplies on an "As Needed" basis with an estimated annual expenditure of $150,000 and authorize the City Manager to sign Agreements with each of the four companies. The State of Florida Alternate Source Contract procurement process satisfies the City's competitive bid requirements. B. Approve the Bid # 019-2821-19/IT "Repairs and Emergency Services for Water Distribution, Wastewater Collection and Storm Water Utility Systems" to Madesen Barr Corp. and Johnson- Davis, Inc. on a primary and secondary basis, to the lowest, most responsive, responsible bidders who met all specifications with an estimated annual amount of $175,000 to be used on an "as needed basis". C. Award Bid # 027-2515-19/MFD for Front Load Containers and Roll Off Repairs to GT Supplies, Inc. of Riviera Beach, FL as the lowest, most responsive and responsible bidder who met all specifications for the anticipated annual expenditure of$200,000 on an "As Needed" basis. 8. PUBLIC HEARING 7 P.M. OR AS SOON THEREAFTER AS THE AGENDA PERMITS The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Approve Conditional Use and Major Site Plan Modification for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through and related site improvements, located in a C-3 (Community Commercial) zoning district. Applicant: Raymond Funk, Coastal QSR, LLC. (Applicant requests tabling continues to May 21st meeting.) B. PROPOSED ORDINANCE NO. 19-014- SECOND READING - Approve Harbor Cay Townhomes Future Land Use Map Amendment from Special High Density Residential (SHDR) to Mixed Use Low (MXL) for a 1.43-parcel, located at 605 Lakeside Harbor. Applicant: United Developers Group, LLC. PROPOSED ORDINANCE NO. 19-015 - SECOND READING -Approve Harbor Cay Townhomes Rezoning from IPUD, Infill Planned Unit Development to MU-1, Mixed Use 1 for a 1.43-parcel, located at 605 Lakeside Harbor. Applicant: United Developers Group, LLC. C. Approve Harbor Cay Townhomes Major Site Plan Modification (MSPM 19-003) to construct 18 townhomes and related site improvements at a density of 12.6 dwelling units per acre on 1.43 acres located at 605 Lakeside Harbor in the Mixed Use-1 (MU-1) zoning district. Applicant: United Developers Group, LLC. (Tabled to May 7, 2019) Page 5 of 1076 D. Approve text amendments to the Comprehensive Plan, including: PROPOSED ORDINANCE NO. 19-012 - SECOND READING - Future Land Use, Intergovernmental Coordination and Capital Improvements Elements, reflecting elimination of school concurrency and deletion of the Public School Facilities Element; and (TBD upon return with State approval). PROPOSED ORDINANCE NO. 19-013 - SECOND READING - The Transportation Element, creating framework for potential future establishment of a mobility fee. City-initiated.(TBD upon return with State approval). 9. CITY MANAGER'S REPORT - None 10. UNFINISHED BUSINESS - None 11. NEW BUSINESS A. Discuss Commission interest and authorize travel to National League of Cities City Summit in San Antonio, TX on November 20-23, 2019. B. Mayor has requested for Commission to discuss using comment cards. 12. LEGAL A. PROPOSED ORDINANCE 19-010 - SECOND READING - Amending Chapter 14 of the Code of Ordinances entitled "Motor Vehicles and Traffic" creating Section 14-13 entitled "Motorized Scooters". B. PROPOSED ORDINANCE NO. 19-016 - FIRST READING -Approve amending Part 2 of the City of Boynton Beach Code of Ordinances, Chapter 16, Section 16-18 adding a definition of mooring and Section 16-60 Establishing hours of use at Harvey E. Oyer, Jr. Park., Item (d) to clarify non-permitted use. C. PROPOSED ORDINANCE NO. 19-017 - FIRST READING - Approval of Ordinance amending Section 14.3 regulating truck and other commercial use vehicle parking in residential neighborhoods. 13. FUTURE AGENDA ITEMS A. Department to give brief presentation of their operations Fire- May 2019 Development- July 2019 Library - September 2019 B. Caler, Donten & Levine (city auditors) will present the Comprehensive Annual Financial Report for FY 2018. - May 21, 2019 C. Discussion of Elected Officials expense stipend - May 21, 2019 D. Representative Mike Caruso post-legislative update- June 4, 2019 E. Commission wants to discuss public safety as it relates to the Town Square Redevelopment- June 2019 F. Staff to review Development Department's plan review processes to identify efficiencies and technologies to assist with timely review of plans/projects- July 2019 G. Budget Workshops for 2019/20 proposed budget: Budget Workshops at Intracoastal Park Clubhouse; Page 6 of 1076 Monday, July 15, 2019 @ 5:00 P.M. Tuesday, J my 16, 2019 @ 10:00 A.M. Wednesday, July 17, 2019 @ 2:00 P.M. H. The Mayor has requested a discussion of possible changes to Seacrest Corridor zoning and land use - TBD I. Staff to provide update on Town Square Project- May 21, 2019 14. ADJOURNMENT NOTICE IFA PERSON DECIDES TO APPEALANY DECISION MADE BY THE CITY COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING,HUSHE WILL NEEDA RECORD OF THE PROCEEDINGSAND,FOR SUCH PURPOSE,HUSHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING 1S MADE,WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THEAPPEAL 1S TO BE BASED.(F.S 286.0105) THE CITY SHALL FURNISH APPROPRIATEAUXII.IARYAIDSAND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL W1THA DISABILITYAN FQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OFA SERVICE,PROGRAM,ORACTIVITY CONDUCTED BY THE CITY.PLEASE CONTACT THE CITY CLERKS OFFICE,(561)742-6060 OR(TTY)1-800-955-8771,AT LEAST 48 HOURS PRIOR TO THE PROGRAM ORACTIVITY 1N ORDER FOR THE CITY TO REASONABLYACCOMMODATE YOUR REQUEST. ADD1TIONALAGENDA ITEMS MAY BEADDED SUBSEQUENT TO THE PUBLICATION OF THEAGENDA ON THE C1TYS WEB SITE. INFORMATION REGARDING 1TEMSADDED TO THEAGENDAAFTER IT 1S PUBLISHED ON THE C1TYS WEB SITE CAN BE OBTAINED FROM THE OFFICE OF THE CITY CLERK. Page 7 of 1076 1.A. OPENING ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Call to Order- Mayor Steven B. Grant Invocation by Pastor Bob Bender of Christ Fellowship Church Pledge of Allegiance to the Flag led by Commissioner Mack McCray. Roll Call Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non-budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 8 of 1076 2.A. OTHER 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Informational items by Members of the City Commission EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: Page 9 of 1076 3.A. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Proclaim May as Building Safety Month in order to help promote citizen awareness of building safety, energy efficiency, water conservation and sustainability. EXPLANATION OF REQUEST: Raise citizen awareness of building safety, energy efficiency, water conservation and sustainability. Although the Building Division will display themed brochures and handouts each week of Building Safety Month, building safety is not a one-month topic of discussion but instead is emphasized in the day-to-day operation of the Department. To elaborate, the Department: • Enforces safe construction standards on the multitude of job sites inspected daily; • Participates in the annual Hurricane Expo with the County and other municipalities; • Performs mock hurricane assessment training; • Enforces site preparation requirements in advance of hurricane storm conditions; • Employs personnel whose certifications require regular training in accessibility, Fire Protection Systems, and Building Safety; and • Enforces flood prevention standards required by the FEMA including maintaining personnel who are Certified Floodplain Managers through regular classroom training. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? None FISCAL IMPACT: Non-budgeted None ALTERNATIVES: None STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: N/A Is this a grant? No Grant Amount: Page 10 of 1076 ATTACHMENTS: Type Description D Proclamation Proclamation Building Safety Month Page 11 of 1076 Proclamation WHEREAS, through our continuing attention to build safe structures for everyday life and times of disaster,we enjoy the comfort and peace of mind that our facilities are safe and sound;and WHEREAS,building safety and fire prevention officials work diligently to guide the safe construction of building; and WHEREAS, building safety and fire prevention officials, architects, engineers, builders, and others in the construction industry develop and enforce codes to safeguard Americans in the buildings where we live,work,play and learn;and WHEREAS,the Florida Building Codes adopted and used by the State of Florida include safeguards to protect the public from natural disasters that can occur such as hurricanes,tornadoes,wildfires,and flooding;and WHEREAS, Building Safety Month represents an excellent opportunity to increase public awareness of the role building safety and fire prevention officials, local and state building departments, and federal agencies play in protecting lives and property;and WHEREAS,countless lives have been saved because of the building safety codes adopted and enforced by local and state agencies;and WHEREAS,this year,as we observe Building Safety Month,we ask all Boynton residents to recognize their local building safety and fire prevention officials and the important role they play in public safety,everyday and in times of disaster; NOW THEREFORE,I,Steven B. Grant,Mayor of the City of Boynton Beach,Florida,do hereby proclaim the month of May,Two Thousand Nineteen as: BUILDING SAFETY MONTH And encourage our citizens to join with their communities in participation in Building Safety Month activities. IN WITNESS WHEREOF,I have hereunto set my hand and cause the Seal of the City of Boynton Beach,Florida,to be affixed at Boynton Beach Florida,the Th day of May Two Thousand Nineteen. Steven B. Grant,Mayor ATTEST: Judith A. Pyle,City Clerk 3.B. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Proclaim the month of May as Haitian Heritage and May 18 as Haitian Flag Day. EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: Not to proclaim the month of May as Haitian Heritage and May 18 as Haitian Flag Day. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Proclamation Hattian Flag Day Page 13 of 1076 Proclamation WHEREAS,the growth and prosperity of the City of Boynton Beach is due in part to an ethnic diversity that includes a substantial and rapidly increasing Haitian population;and WHEREAS, we recognize the valuable contribution of the Haitian people in the fight for the independence of the United States of America, especially in the battle of Savanah,and pay due tribute to their endowment;and WHEREAS, the Haitian population in South Florida joins together during the Month of May to commemorate their"Flag Day"and celebrate their historical and cultural indemnity;and WHEREAS,Haitian president Dumarsais Estime started the Flag Day celebration with parades,cultural and athletic events in many cities in Haiti in the 1930s,when he was minister of education under President Stenio Vincent. Estime wanted to commemorate annually the creation of the Haitian flag to encourage the development of patriotic sentiments among Haitian youth;and WHEREAS,it is appropriate to promote awareness and understanding of cultural diversity in our society in order to strengthen the self-esteem of our multicultural community. NOW THEREFORE,I,Steven B. Grant,Mayor of the City of Boynton Beach,Florida,do hereby proclaim the 18,h day of May,Two Thousand Nineteen as: HAITIAN FLAG DAY And the month of May,2019 as HAITIAN HERITAGE MONTH IN WITNESS WHEREOF,I have hereunto se my hand and caused the Seal of the City of Boynton Beach, Florida,to be affixed at Boynton Beach Florida,the Th day of May,Two Thousand Nineteen. Steven B. Grant,Mayor ATTEST: Judith A. Pyle,City Clerk 3.C. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Proclaim May 2018 as Mental Health and Trauma Informed Care Month. Woodrow Hay, Chair of Boynton Beach Mental Health Committee will be present to accept the Proclamation. EXPLANATION OF REQUEST: The Boynton Beach community has access to coordinated and integrated networks of behavioral health services and supports that enhance mental health, wellness and quality of life. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non-budgeted ALTERNATIVES: Not to proclaim May 2019 as Mental Health and Trauma Informed Care Month. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Proclamation Proclamation National mental Health Month Page 15 of 1076 Proclamation WHEREAS,mental health is essential to everyone's overall health and well-being,and everyone experiences times of stress and struggles in their lives,and one in four adults and one in five youth ages 13-18 experiences serious mental illness and; WHEREAS, 60 percent of adults and 50 percent of youth do not receive the treatment necessary for their mental health needs due to limited or no knowledge of the need,barriers to care,or fear and shame,and; WHEREAS,research recognizes that adverse childhood experiences (ACEs),which include,but are not limited to physical, emotional and sexual abuse, physical and emotional neglect, household dysfunction, untreated mental illness, or incarceration of a household member, domestic violence, micro-aggressions and separation or divorce involving household members,are traumatic experiences that can have a profound effect on a child's developing brain and body and can result in poor physical and mental health during childhood and adulthood,and; WHEREAS, promoting mental health and wellness leads to higher overall productivity, better educational outcomes,lower crime rates,stronger economies,lower health care costs,improved family life,improved quality of life and increased lifespan,and WHEREAS, the City of Boynton Beach, recognizes the work of the Boynton Beach Mental Health Committee impacting awareness and education,access to services and acceptance of the importance of mental health and well- being to a person's overall success and supports the implementation of trauma informed approaches throughout the systems of care. NOW THEREFORE,I,Steven B. Grant,Mayor of the City of Boynton Beach,Florida,do hereby proclaim the month of May of Two Thousand Nineteen as: MENTAL HEALTH AWARENESS AND TRAUMA INFORMED CARE MONTH IN WITNESS WHEREOF,I have hereunto set my hand and cause the Seal of the City of Boynton Beach,Florida,to be affixed at Boynton Beach Florida,the Th day of May Two Thousand Nineteen. Steven B. Grant,Mayor ATTEST: Judith A. Pyle,CMC City Clerk 3.D. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Proclaim the Month of May 2019 as National Historic Preservation Month. EXPLANATION OF REQUEST: National Preservation Month was established in 1973 by the National Trust for Historic Preservation, an event co-sponsored by local preservation groups, State historical societies, business and civic organizations across the country. During the month of May many events are planned throughout the nation to promote historic places for the purpose of instilling national and community pride, promoting heritage tourism, and showing the social and economic benefits of historic preservation. Thousands of people participate annually in Preservation Month celebrations. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? N/A FISCAL IMPACT: N/A ALTERNATIVES: None STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: N/A Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Proclamation Proclamation Page 17 of 1076 l � l Proclamation WHEREAS,historic preservation is an effective tool for promoting sustainable development,revitalizing neighborhoods,fostering local pride,promoting tourism,and maintaining community character; WHEREAS,it is important to acknowledge and celebrate the benefit of history,architecture,and archeology to our lives and the contributions made by dedicated individuals in helping to preserve the tangible aspects of the heritage that has shaped the City; WHEREAS,historic preservation can be the center of community discussion;uniting residents behind an important cause; WHEREAS,the City of Boynton Beach is a Certified Local Government(CLG)in accordance with the program requirements of the State of Florida's Division of Historical Resources,Bureau of Historic Preservation;and WHEREAS, the City of Boynton Beach also continues to demonstrate its commitment to preservation, in part, with the integration of historic elements into redevelopment efforts such as the 1913 Boynton School and the adaptive re-use of the City's 1927 High School as part of the Town Square project. NOW THEREFORE, I, Steven B. Grant, Mayor of the City of Boynton Beach, Florida, do hereby proclaim the month of May Two Thousand Eighteen as: National Historic Preservation Month And call upon the people of Boynton Beach to join their fellow citizens across the United States in recognizing and participating in this special observance. IN WITNESS WHEREOF,I have hereunto set my band and cause the Seal of the City of Boynton Beach,Florida, to be affixed at Boynton Beach Florida,the Th day of May Two Thousand Nineteen. Steven B. Grant,Mayor ATTEST: Judith A. Pyle,CMC City Clerk 3.E. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announce the Solid Waste Division will be having Tire Amnesty Week for the City residents from June 3rd,2019- June 7th, 2019. EXPLANATION OF REQUEST: Tire Amnesty Week will be held during the week of J une 3rd through J une 7th, 2019. During that week residents may place at the curb up to eight(8) car and/or passenger tires (with or without rims) for pick up. • Tires will be picked up on the scheduled bulk trash day in your neighborhood. • Tires must be placed at the edge of the road at least three (3) feet away from your garbage cart and any other fixtures, such as telephone poles, mailboxes, etc. • Keep tires and vegetation separated. If you have any questions you can contact the Solid Waste Division of Public Works at (561) 742-6200, Monday-Friday, 7:30 a.m. to 4:30 p.m. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 19 of 1076 3.F. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announce that Hurricane Season begins June 1St and the Solid Waste Division is urging residents to do their part by conducting tree trimming early in preparation for the Hurricane Season. EXPLANATION OF REQUEST: Hurricane Season begins June 1St and the Solid Waste Division is urging residents to do their part by conducting tree trimming early in preparation for the Hurricane Season. As a reminder residents should not do any major tree trimming or place bulk items at the roadside after the announcement of a named storm as there is no guarantee that vegetation or bulk items will be picked up before a storm arrives. As part of normal vegetation pick-up resident can place unlimited amounts of vegetation weekly to be set at the curb after 6:00 pm the day before their scheduled pick-up day. • Vegetation needs to be cut in 4' lengths and 4" in diameter. • The vegetation must be placed at the roadside leaving 3' around any obstructions, such as mailboxes, cars or recycling bins. • Bulk trash and vegetation must be separated for pick-up. • Any trash or debris mixed in with vegetation will have to be removed by resident prior to pick up. • Large tree stumps and trunks larger than 4' in diameter require a special pick up. If you have any questions you can contact the Solid Waste Division of Public Works at (561) 742-6200, Monday—Friday, 7:30 a.m. to 4:30 p.m. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 20 of 1076 Is this a grant? No Grant Amount: Page 21 of 1076 3.G. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announcement by Police Chief Gregory of awards the Police Department received from the Palm Beach County School District. EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 22 of 1076 3.H. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announce awards received by the Utility Department by Colin Groff, Assistant City Manager-Public Services. EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 23 of 1076 3.1. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Glenn Joseph, Fire Chief to announce that Boynton Beach Fire Rescue is launching a Firefighter Exploring Program for the youth in our community. This free career program will help young adults prepare for careers in the fire service and other public safety professions. EXPLANATION OF REQUEST: Exploring programs exists to teach important life and career skills to young people from all backgrounds. They provide immersive career experiences and mentorship delivered by community and business leaders. Exploring will equip young people with character, leadership and life skills to face challenges of today and the future career. We design the Boynton Beach Fire Explorer program for young adults in our community. We will offer these high school students the opportunity to explore the fire service as a career path into adulthood. The participants will meet one evening per week. They will practice skills, learn how to operate the tools and equipment we use in the fire department. They will also learn about the high moral and behavior standards expected of firefighters, and ride along with the firefighters on real emergencies. This will be a great learning opportunity for those who choose to take part. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Provide young men and women with an opportunity to explore careers in the public safety. FISCAL IMPACT: Budgeted The majority of the program is funding through community donations from the High Ridge Country Club. ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 24 of 1076 Page 25 of 1076 3.J. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Kathy Cline, Fire Marshal to announce The Boynton Beach Fire & Life Safety Division joining the American Red Cross to install smoke alarms in the Forest Park Community on May 11th, 2019. EXPLANATION OF REQUEST: Boynton Beach Fire Department joined the American Red Cross to install 600 free smoke alarms in 250 homes in Palm Beach and Martin Counties. This is part of the American Red Cross 100 community nationwide initiative to improve fire safety in the home. The Fire & Life safety Division also have a limited supply of a smoke/carbon monoxide alarm combination units to our residence. Contact the Fire Department if you need a smoke alarm or join us on May 11th if you want to volunteer. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Fire prevention and safety in the home are a major concern for us here at Boynton Beach Fire Rescue. One of the most important things you can do to help keep you and your family safe at home is to install working smoke alarm. The Boynton Beach Fire & Life Safety Department would like to reduce and eliminate fire- related accidents and deaths by providing free smoke alarms to families in our community. FISCAL IMPACT: Non-budgeted No Fiscal impact ALTERNATIVES: N/A STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: N/A Is this a grant? No Grant Amount: Page 26 of 1076 ATTACHMENTS: Type Description D Addendum Sound the Alarm PBIVIC flyer Page 27 of 1076 41 SOUND THE ALARM fib} w A + Red r1 Crossv, t t,t � t Keep Neighbors Fires Every day, seven people die in home fires in the U.S. This spring, el us Sound thelar to prevent these tragedies as we rally more than 100 communities nationwide. Help Reach Our Goals in Pala Beach & Martin Counties Chapter a Install ad Reach s 150 Engage 41 - q 11`l ssrnoke alarrns households i�i 1111 volunteers Installation Events in Your Community Saturday, April 27, 8:00 am- 2:00 pm: Seminole Manor, Lantana, Palm Beach County, FL Wednesday, May 1, 9:00 am - 3:00 pm: Delray Shores, Delray Beach, Palm Beach County, FL Saturday, May 4, 8:00 am -2:00 pm: Lakeside Village & Woodbridge MHP, Hobe Sound, Martin County, FL Saturday, May 4, 8:00 am - 2:00 pm: St. Lucie Mobile Village, Indiantown, Martin County, FL Saturday, May 11, 8:00 am -2:00 pm: Forest Park, Boynton Beach, Palm Beach County, FL jo. Volunteer, make a gift and help spread the word. For additional details and dates, visit Soundthealarm.org/sfl Page 28 of,10,76,.. 3.K. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announcement of a communications and marketing award received by the City of Boynton Beach for the City's 2018 Calendar. EXPLANATION OF REQUEST: On Wednesday, April 17, the City of Boynton Beach received the Gold Coast PR Council Bernay's Award in the Marketing Material - Print Category for its 2018 Calendar. The City of Boynton Beach was one of four finalists, competing against the Constitutional Tax Collector Office, Labor Finders International, and Mounts Botanical Garden. The Gold Coast PR Council, Inc. is South Florida's largest independent group of PR, marketing and communications professionals from Palm Beach, Broward, Martin, and Dade counties. This was the first year that the City of Boynton Beach entered the Gold Coast PR Council Bernay's Awards Program. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The 2018 Calendar increased awareness of the City's commitment to the autism community and marketed the City's events, program, meetings, and contact numbers. Posts on the City's main Facebook page reached nearly 40,000, with a click-in rate of over 2,000 and an engagement of 800. In addition, the City's Twitter post generated over 4,500 impressions with an engagement of 55. In the top inside page, the City highlighted the artist, provided facts about autism, and listed five achievements from the past year relating to our Autism Inclusion Program. FISCAL IMPACT: Budgeted None ALTERNATIVES: Do not make an announcement regarding the City's award for the 2018 Calendar. STRATEGIC PLAN: Boynton Beach Branding STRATEGIC PLAN APPLICATION: The 2018 City Calendar is a unique communications tool that differentiates Boynton Beach from its competitors and provides a strong message that Boynton Beach is inclusive. CLIMATE ACTION: No Page 29 of 1076 CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 30 of 1076 3.L. ANNOUNCEMENTS, COMMUNITYAND SPECIAL EVENTS AND PRESENTATIONS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Announcement by Eleanor Krusell, Public Communications and Marketing Director, regarding the Grand Opening of the Dog Park expansion. EXPLANATION OF REQUEST: The City of Boynton Beach is hosting a "Yappy Happy Hour" on Friday, May 10 at Officer Joseph Crowder Dog Park located at 800 Renaissance Commons Boulevard. The event will begin at 5:00 p.m. Lasting for two hours, the event will include food and beverages, music, a caricature artist, a balloon artist and a raffle drawing. The City will be promoting Renaissance Commons dog-friendly restaurants for event attendees to visit that night or the following week. Several are providing discount coupons. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The expansion of Officer Joseph Crowder Dog Park, by developer J KM Services, will provide opportunities for the public to walk and play with their dogs as they enjoy the newly added park amenities, such as shaded areas, picnic tables, and a pier. FISCAL IMPACT: ALTERNATIVES: Do not announce the Dog Park Expansion Grand Opening. STRATEGIC PLAN: Boynton Beach Branding STRATEGIC PLAN APPLICATION: One of Boynton Beach's amenities is the opportunity for dog owners to walk, run, and play with their dogs. In addition, the park provides a gathering place. CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Addendum 19 Yappy Happy Hour Invite Page 31 of 1076 i- .,. gl t Fj � 1 YOP ,z & W«s- f xk i ifts t t� P I IIIA III � I e x? fi'1076 5.A. ADMINISTRATIVE 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Appoint eligible members of the community to serve in vacant positions on City advisory boards. EXPLANATION OF REQUEST: The attached list contains the names of those who have applied for vacancies on the various Advisory Boards. A list of vacancies is provided with the designated Commission members having responsibility for the appointment to fill each vacancy. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Appointments are necessary to keep our Advisory Board full and operating as effectively as possible. FISCAL IMPACT: Non-budgeted None ALTERNATIVES: Allow vacancies to remain unfilled. STRATEGIC PLAN: Building Wealth in the Community STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Other Appointments D Other Dornblaser, Timothy D Other Brink, Damian D Other Boucard, Robyn Page 33 of 1076 APPOINTMENTS AND APPLICANTS FOR MAY 7, 2019 Arts Commission I Katz Alt 2 yr term to 12/20 tabled(3) Applicants None Building rd of Adjustments andIs I Katz Reg 2 yr term to 12119 tabled(3) I I McCray Reg 2 yr term to 12119 III Romelus Alt 2 yr term to 12120 IV Penserga Alt 2 yr term to 12119 Applicants Timothy Domblaser Damian Brink Education i Mayor Grant STU NV 2 yr term to 12119 tabled(3) 1 Katz STU 2 yr term to 12119 Applicants None Historic i III Romelus Alt 2 yr term to 12/10 tabled (3) 1 Katz Alt 2 yr term to 12/20 tabled(3) Applicants None Library I Katz Alt 2 yr term to 12/20 II McCray Reg 2 yr term to 12/20 Applicants Robyn Boucard Page 34 of 1076 Recreation and Parks Mayor Grant Alt 2 yr term to 12/20 Applicants None Senior Advisory IV Penserga Alt 2 yr term to 12/20 Applicants None Page 35 of 1076 Ellis, s1 �r ;7 ...� 'Y$P'usi:,'P'FdiR ....... orn laser<noreply@123fbrmbuilder.iw- Sent Monday,April 29, 201 5;37 PM City Clerk AdvisoFy BoardAppointment application Today's date 04/29/2019 Name Timothy Domblaser Gender Male Phone number 561-239-5191 Address 136 Mohigan Circle Boca Raton Florida4 United States Email tdornblaser@gmail.com occupationCurrent 9 if occupationGvneral retired,prioir o r Education University of Florida BachelorScience Are you a registered voter? S resideDo you t No Boynton Reach City limits? Do you own/manage a Yes business within City if yr "s name of busmiess-. NOW Brewing Company Have you served on a City Are you currently serving No on a City board? No board in a 6 "Yes", ,j ¢�� - �s u° h.. Have you ever been f . �, No convicted of a CY ime? . �.. � if eyes",when and where'd � Advisory Board Building.Beard of Adjustment< appeals Personal Qualffications Generalr in ii since r building code across many different municipalities thmugh hundreds dfferent and unique commercial and residential rod . Currently I senve as chairman of the board of Associated Builders and Page 36 of 1076 Contwors with over 530 members across the 3 counties,I am well versed in Roberts Rriles and how to handle/run a public meeting. Professional Memberships Associated Builders and Contractors Florida East Coast -Chainnan of the Board 2013 Chaiman Govenment Aftrs -2019 Chairman of Membership Committee - 7-Present Board Member Associated Builders and Contractors of Florida -2012 Board of Trustees Associated Builders and Contractors Free Enterprise Alliance 501(c)3 - 17 -Present ABC National Board Member Florida Brewers Guild Brewer's Association Feel free to attach/upload an extra sheet or resume. Certification 1,the appilemt,hereby certify that the statements and answers provided herein we true and accurate. I understand that if appoint4 any false statements may be cause for removal from a board. The message has been sent from 99.203.31.182(Unite d States)at 201M4-29 16:37;21 on Chrome 73.0.3683.90 Entry ID.330 - Referrer:,hjj2ajL688UA,.�����taes Form,Host, 2 Page 37 of 1076 damianbrink<noreply0123formbuIlderJo> SMt Tuesday,April 30,2019 5:38 PM Irk Advisory int nt application Attachments- s e ® i n Today's04/30/2019 Name Damian Brink Gender Male Phone number561-632-5387 Address 1523 S Federal HWYn;. Boynton United States Current PlanningOwUrpiation.or, prior occupation Education BA in Urban Aftirs and .a h Are you a rq&tered Yes Do you reside Vathin the Boynton Yes Beisch ffina City Do you own/Manage a busineog No Within city If it Yes to,name of budness.- Are currently No serving ark a City board? 1 Page 38 of 1076 DAML&N&BRRM SUML4RY:Extensive experience in Lead us@ and urban plaramig,project management and urban design working in both the public and private sectors. Additional experience as a Manager in the golf industry. • Successfully worked as an Land Planner obtaining entitlement approvals for residential and commercial development proJ ects all over South Florida and Mid-Atlantic regions; • Achieved a 100% tower approval rating for managed cell phow tower and co-location projects as a Zoning Representative for American Tower Corporation; • Excellent communication and Presentation sidl1s;and • Succewdidly managed ovar 40 employees and all operations as General Manager of the Fernandina Beach Golf Club. EDUCATION Virginia Polytechnic histitate and State University(Virginia Tech),Blacksburg, Virgirm Graduated May ofd Bachelor of Arts degree in Public andUrban.Affairs with a concentration in Urban Affi&,s and Planning Prelessional Golfers Career College(XXQ,MR=Head Campus-Bluffton,South Carolina Graduated December of 2009 Specialized Associate's&-gee in Professional Golf Management(PGM) EXPEJUENCE Crescent Stifling Solutions-West Palm Beac1r,Florida Resource Manager.-July 2019-Present * Screw and source candidates for employment,onboard now employces,and maintain client relationships. Schmidt Nichols-Wed Palm Beach,Florida Urban Planner:June 2015-July 20 18 * Manages all aspects of the planning process, such as due diligence, land use andysis, conditional and special aweption applications, as well as large and aniall scale Ind use amendments,rozotings, site plan reidew applications and public reprosentation, o Coordinates projects between clients,site planners,and outside consultants; 6 Completes accurate and timely zoning,land use and variance applications for subtrattal to the appropriate gov,mumentaijurisdictions; Rrpresents clients and their projects before governmental reviewing board%agendes,and commusion& City of ParkJand-Parkland,Florida Planner. September 2014-June 2015 * Reviewed and processed commehansive plan amendments,re-zonings,annexations,site plans,plats,etc., and presented findings and recommendations to staff and the Planning and Zmung DonA * Performed buildingpermit inspections to ensure compliance vath the Lmid Development Code; * Responded to inquiries from the public regarding planning and zoning issues, Golf Cart Wholesale Authorized E-Z-G0 Dealer-Brunswick,Georgia Sales Manager/Rental Manager:August 2013-September 2014 0 Responsible for golf owt and equipment sales fbr ,Cushman and Bad Boy Buggies; e Manage sales staff and help increase sales traffic and company revenue. Billy Casper Goff Gen"Manager-Fernandina Beach Golf(3nb-Fernandina Beach,Florida January 1-February 2013 Page 39 of 1076 Cherrut Xtb=eriraan., Catherl'ne From- Taylor,Jeannie Sent Thursday,April 25,2019 11,40 AM To: Pyle,Judith Cc: CherrrGuberman,Catherine Subjeft Robyn Boucard Judy, Robyn Boucard stated that she would it to move from an alternate to permanent position on the Library Board,at yesterdays meeting. Please change her status on the Board. Thanks, Jeannie Jeannie Taylor Ubra ry Assistant Director Boynton Beach Uy Library City of Boynton Beach 115 N Federal Hwy. Boynton Beach, Florida 33435 5 42-639' 61, 7 Wwww.boynton- I http://www.boyntonlibrary,.org TaylorJD@bbfl,us http beach.org/ America's Gateway to the Gulfstrearn Please be advised that Florida has a broad publIc records law and all correspondence to v via emall may be subject to disclosure.Under Florida records law,email addr(-mses are public records-Theretbre,your e-mail communication and your e-mail address may ubjeLt to public&closure. Page 40 of 1076 6.A. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Accept surtax capital project status report for 2nd quarter of fiscal year 2018-19- January through March 2019. EXPLANATION OF REQUEST: The attached report is an update for the fiscal year 2018-19 capital projects that are funded through surtax funds as requested. There are many projects are underway and the report includes a status update for each project. Through April 2019, the City has awarded approximately $3,941,715 worth of work from the surtaxfunds. With a majority of the work encompassing Sara Sims Park Improvements, Ocean Front Park, Ezell Hester Park, Street Paving, and Sidewalks. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? 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CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve proposal from Homrich Corporation of Lake Worth, FL to reassemble the amphitheater at Sara Sims Park in an estimated amount of$43,890. EXPLANATION OF REQUEST: During the Town Square project the amphitheater was disassembled and moved to Rolling Green site for storage. It was determined that the amphitheater could be re-purposed and used in the improvements at Sara Sims Park. The pieces will need to be transported from Rolling Green site to Sara Sims Park, reassembled, forming and pouring reinforcement foundations. Entire frame will be prepped, primed and painted. Also a electrical conduit PVC sleeve will be placed through footer/pad steel column to the top of the structure in one of front columns. Staff determined it would be in the City's best interest to recommend using the same vendor to reassemble the structure that was used to dismantle it based on their knowledge of how they disassembled the amphitheater would be beneficial in reassembling the structure. Homrich Corporation submitted a proposal for $43,890 to do the above work with the amphitheater. Staff obtained quotes from a couple other vendors and they were in $60,000- $70,000 range. With the cost in excess of$25,000 it requires the Commission approval. Staff is recommending to move forward with Homrich Corporation instead of issuing a formal bid for this work based on their knowledge of the amphitheater and how it was disassembled. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Will provide an amphitheater in Sara Sims park as part of the improvements. FISCAL IMPACT: Budgeted Funds available under 302-4218-572-63-05 and 303-4218-572-63-05 ALTERNATIVES: Do not approve the proposal and go out to formal bid process. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 49 of 1076 Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Attachment Homrich Proposal Page 50 of 1076 NOMRICH CORPORATION Licensed General contractors 665443 rd Avenue S., Lake Worth, FL 33463, gchomricho_gmail.com, 561-254-8322 PROPOSAL Project: Sara Sims Park Amphitheater Resurrection Project March 12, 2019 Customer: City of Boynton Beach Homrich Corporation will provide all labor,materials,and equipment to complete the Scope of Work, as listed below, for the total price of $ 43,890.00 Scope of Work: • Transport all sections and columns of Amphitheater from the City's Rolling Green site to the Sara Sims Site • Extend the center rear column to the length of the front two columns with same dimensional and like material. • Field Verify all dimensions of column locations prior to Locating, forming and pouring foundations. (The spacing of the steel columns must be obtained from the structure in the field,plan dimensions are not to be used). • Excavate,form, install reinforcement foundation steel, set anchor bolts per detail (All foundation pads will have the same Finish elevation) Elevation of the top of pads will be given by the City of Boynton Beach. • Foundations are to be 5'-0"x5'-0"x5'-0"with 45 rebar 10"EW and 10" O.C. vertically within pad. • The entire Amphitheater frame is to be prepped,primed and then painted(All welds are to be ground, sanded,and primed with a rust inhibitor prior to painting. Paint can be applied by, spraying, rolling, or brushed. The paint Should be (All Surface Enamel Acrylic Latex by Sherwin Williams,with a high gloss). • Place a 2"Electrical Conduit PVC sleeve through footer/pad steel column to the top of the structure in(1) front column • Canvas by others • Electrical by others Sincerely, George Homrich Homrich Corporation Page 51 of 1076 6.C. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-047-Authorize the City Manager to sign a Host Agency Agreement with the AARP Foundation Senior Community Service Employment Agency, to provide a work experience training opportunity under the City's Americans with Disabilities (ADA) Coordinator. EXPLANATION OF REQUEST: The Florida Department of Education's Division of Blind Services (DBS) partners with the AARP Foundation, nonprofits and public organizations to create work experiences for individuals with disabilities. As a Host Agency, the City must enter into an agreement with the AARP Foundation. The foundation provides a stipend to the participant, there are no wages required from the City, in turn, the City agrees to support the participant's goals to enhance or learn new skills. Either party may terminate the agreement at any time for any reason, upon notification to the other party. The Host Agency (City) may reject or request removal of any participant for any lawful reason upon written notification to AARP Foundation. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The City's ADA Coordinator, has created a work experience opportunity that will also help develop the citywide ADA Training Program, utilizing this temporary position. The work experience is expected to last 12 weeks. The City is not obligated to hire the individual following the work experience, however, if a position is open and the individual is qualified, the City will give consideration to hiring the individual. FISCAL IMPACT: Non-budgeted The stipend paid to the individual completing the work experience, is paid by the AARP Foundation. In addition, the AARP Foundation is responsible for providing workers' compensation insurance for all participants, in accordance with state law. The Florida Department of Education Division of Blind Services will provide any accommodations required; should they cause undue burden to the City. ALTERNATIVES: Not enter into the agreement. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 52 of 1076 Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution approving Host Agency Agreement with AARP D Exhibit Florida Division of Blind Servies Work Experience D Exhibit Workers' Compensation Page 53 of 1076 1 2 RESOLUTION NO. R19- 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE 5 CITY MANAGER TO SIGN A HOST AGENCY 6 AGREEMENT WITH AARP FOUNDATION SENIOR 7 COMMUNITY SERVICE EMPLOYMENT AGENCY 8 TO PROVIDE A WORK EXPERIENCE TRAINING 9 OPPORTUNITY; AND PROVIDING AND EFFECTIVE 10 DATE. 11 12 13 14 WHEREAS, THE Florida Department of Education's Division of Blind Services 15 (DBS)partners with the AARP Foundation nonprofit and public organizations to create work 16 experiences for individuals with disabilities; and 17 WHEREAS,the City agrees to support the participant's goals to enhance or learn new 18 skills; and 19 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon 20 recommendation of staff, has deemed it to be in the best interests of the citizens and residents 21 of the City of Boynton Beach to authorize the City Manager to sign a Host Agency Agreement 22 with AARP Foundation Senior Community Service Employment Agency to provide a work 23 experience training opportunity at no cost to the City. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 25 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 27 as being true and correct and are hereby made a specific part of this Resolution upon adoption 28 hereof. 29 Section 2. The City Manager is hereby authorized to sign a Host Agency C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\0065D1DC-5265-4F9B-B537-ODIDFFBEE995\Boynton Beach.16164.1.Host_Agency_Agreement_WithAARP_-_Reso.Docx Page 54 of 1076 30 Agreement with AARP Foundation Senior Community Service Employment Agency to 31 provide a work experience training opportunity at no cost to the City, a copy of which 32 Agreement is attached hereto as Exhibit"A." 33 Section 3. That this Resolution shall become effective immediately upon 34 passage. 35 PASSED AND ADOPTED this day of , 2019. 36 37 CITY OF BOYNTON BEACH, FLORIDA 38 39 YES NO 40 41 Mayor— Steven B. Grant 42 43 Vice Mayor—Justin Katz 44 45 Commissioner—Mack McCray 46 47 Commissioner—Christina L. Romelus 48 49 Commissioner—Ty Penserga 50 51 52 VOTE 53 54 ATTEST: 55 56 57 58 Judith A. Pyle, CMC 59 City Clerk 60 61 62 63 (Corporate Seal) 64 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\0065D1DC-5265-4F9B-B537-ODIDFFBEE995\Boynton Beach.16164.1.Host_Agency_Agreement_WithAARP_-_Reso.Docx Page 55 of 1076 7.10.3 Work Experience Work experience training may be provided for a client to learn employability skills, transferable job skills, as well as allow the Specialist to observe client and determine equipment and other employability needs in his/her vocational field. Work experience training should occur on an actual work site, and the IPE must clearly indicate the type of training and specific skills to be acquired. Work experiences are based on client needs to be designed by the client and Specialist. Documentation of visits by the Rehabilitation Specialist and training reports from the employer are to be included in the individual's record of service. The Rehabilitation Specialist must ensure that the client is provided with adequate instruction, assistive devices and on-going support, etc. in order to achieve the desired work experience outcome. The use of trained job-coaches can be utilized to assist in learning job related tasks and skills. The services of the job coach should be reduced as the client demonstrates and performs the required job tasks. Work experience is considered to be training and stipends are to be paid at the rate of $6 per hour to cover costs incurred by the client to assist with expenses such as clothing, etc. Additional transportation expenses can be paid if necessary. In case of an injury on the work experience site, medical expenses may be paid as an intercurrent illness (Section 7.10.1) by DBS Page 56 of 1076 HOME I ABOUT US I PROGRAMS I CUSTOMERS I EMPLOYERS VENDORS I FL REHAB COUNCIL Workers' Compensation - VR and DBS Participants in a Work Experience Setting Governor Signs into Law Workers' Compensation Bill for Persons with Disabilities On March 21, 2018, Governor Rick Scott signed into law HB 1437 (Ch. 2018-72, L.O.F.) relating to "Employment Opportunities for Persons with Disabilities." The bill takes effect July 1, 2018, and requires that participants in an adult or youth work experience activity under either the Florida Department of Education's Division of Blind Services (DBS) or Division of Vocational Rehabilitation (VR) be deemed employees of the state for the purpose of workers' compensation coverage. Simply put, VR and DBS will be responsible for paying claims for these individuals, should they occur, rather than the employer. Currently, DBS and VR participants who are in an adult or youth work experience activity must rely upon the employer to pay for their workers' compensation (WC) coverage. This is often a deterrent to employment, since there is a perception that individuals with disabilities are more likely to have a work-related accident that will drive the employer's WC premium up. Additionally, youth, with or without disabilities, are perceived to create risk for on-the-job injuries. The new law mirrors section 445.009(11), Florida Statutes, and expands work experience opportunities for individuals with disabilities working Page 57 of 1076 with VR or DBS. This will greatly enhance these participants' ability to obtain gainful employment and live successful, independent lives. The passage of HB 1437 is important legislation for individuals with disabilities in Florida who want to expand their resume and skills through work experience and on-the-job training and ultimately obtain employment. While Workers' Compensation rates are not based on demographics of the employee, this safety net is created to encourage more employers to provide very qualified candidates a chance to grow and increase their job skills. Vocational Rehabilitation (VR) is a federal-state program that helps people who have physical or mental disabilities get or keep a job. VR is committed to helping people with disabilities find meaningful careers and further their independence. The Florida Division of Blind Services ensures blind and visually impaired Floridians have the tools, support and opportunity to achieve success. Services include Employer Services, the Braille and Talking Books Library, and the Business Enterprise Program and cover all ages from babies to senior citizens If your business would like to participate as a work experience site, please contact the Division of Vocational Rehabilitation at VR Business Rep@vr.fldoe.org or the Division of Blind Services at Stacy.Smith@dbs.fldoe.org.To learn more about VR programs and services visit www.rehabworks.org and for DBS dbs.myflorida.com Page 58 of 1076 6.D. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-048-Authorize the Mayor to sign an FPL Easement for new Police Department headquarters building. EXPLANATION OF REQUEST: As part of the construction process for the new Police Department headquarters building it is necessary to execute and record a utility easement with FPL to provide for permanent power to the building. Attached is a copy of the FPL Easement Form (Exhibit"A") and a sketch and legal (Exhibit"B"). HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FPL power is necessary to facilitate the completion of the Police Department Headquarters building. FISCAL IMPACT: Budgeted There are no costs associated with approval of the easement. ALTERNATIVES: None STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 59 of 1076 ATTACHMENTS: Type Description D Resolution Resolution approving the FPL Easement for the Police Headquarters D Exhibit Exhibit"A" ® FPL Easement From D Exhibit Exhibit"B" ® Sketch & Legal Page 60 of 1076 1 RESOLUTION R19- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO 5 SIGN AN EASEMENT THAT PROVIDES A UTILITY 6 EASEMENT AT THE NEW POLICE HEADQUARTERS 7 BUILDING; AND PROVIDING AN EFFECTIVE DATE. 8 9 10 11 WHEREAS, as part of the construction process for the new Police Department 12 headquarters building, it is necessary to execute and record a utility easement with FPL to 13 provide permanent power to the building. 14 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 15 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 16 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 17 as being true and correct and are hereby made a specific part of this Resolution upon adoption 18 hereof. 19 Section 2. The City Commission of the City of Boynton Beach, Florida does 20 hereby approve and authorize the Mayor to sign an Easement to FPL to provide permanent 21 power to the new Police Department headquarters building, a copy of which is attached 22 hereto as Exhibit"A". 23 Section 3. This Resolution will become effective immediately upon passage. 24 S:ACA\RESO\Utility Easement(Police Headquarters)-Reso.Doc Page 61 of 1076 25 PASSED AND ADOPTED this day of , 2019. 26 27 CITY OF BOYNTON BEACH, FLORIDA 28 29 YES NO 30 31 Mayor— Steven B. Grant 32 33 Vice Mayor—Justin Katz 34 35 Commissioner—Mack McCray 36 37 Commissioner—Christina L. Romelus 38 39 Commissioner—Ty Penserga 40 41 42 VOTE 43 44 ATTEST: 45 46 47 48 Judith A. Pyle, CMC 49 City Clerk 50 51 52 53 (Corporate Seal) S:ACA\RESO\Utility Easement(Police Headquarters)-Reso.Doc Page 62 of 1076 FPL. Easement for Corporations vaOFAING TCMnr.EMPM ANG TOMonnOw.- This Instrument Prepared By Work Request# 8733576 Name: Co.Name: Florida Power&Lig t omoany Sec.16, Twp ae S Rge 43 E Address: Parcel I.D.08434516340000820 ds of (Maintained by County Appraiser) FPL use only Form 3722(Stocked)Rev.11/07 The undersigned, in consideration of the payment of$1.00 and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, grant and give to Florida Power& Light Company, its licensees, agents, successors, and assigns, an easement forever for the construction, operation and maintenance of overhead and underground electric utility facilities (including wires, poles, guys, cables, conduits and appurtenant equipment) to be installed from time to time; with the right to reconstruct, improve, add to, enlarge, change the voltage, as well as,the size of and remove such facilities or any of them within an easement variab&feet in width described as follows: Reserved fa Circuit C-rt Easement Description See Exhibit"A" Together with the right to permit any other person, firm or corporation to attach wires to any facilities hereunder and lay cable and conduit within the easement and to operate the same for communications purposes; the right of ingress and egress to said premises at all times; the right to clear the land and keep it cleared of all trees, undergrowth and other obstructions within the easement area; to trim and cut and keep trimmed and cut all dead, weak, leaning or dangerous trees or limbs outside of the easement area which might interfere with or fall upon the lines or systems of communications or power transmission or distribution; and further grants, to the fullest extent the undersigned has the power to grant, if at all, the rights hereinabove granted on the land heretofore described, over, along, under and across the roads, streets or highways adjoining or through said property. IN WITNESS WHEREOF,the undersigned has signed and sealed this instrument on 20_ Signed, sealed and delivered in the presence of: (corporate s name (Witness'bignature) By: rest ens signature) Print Name: Print Name: (witness) Print Address: i ness ignature) Attest: Print Name: lbecretarys signature) (witness) Print Name: Print Address: (Corporate Seal) STATE OF Florida AND COUNTY OF Palm Beach The foregoing instrument was acknowledged before me this day of 1 20_, by I and respectively the President and Secretary of a corporation, on behalf of said corporation, who are personally known to me or have produced as identification, and who did (did not)take an oath. (Type of Identification) My Commission Expires: Notary Public,Signature Print Name Form 3722,Rev,11/07 Page 63 of 107,6 EXHIBIT 'A' SKETCH AND DESCRIPTION ti \ s?'.°o SECTION 16, TOWNSHIP 45 ° SOUTH, RANGE 43 EAST, I.� 225 W PALM BEACH COUNTY, \ FLORIDA 41So\ � \ lr%o- \ \S30°02'25"W "PLAT OF P.C.D. CENTER" \ PLAT BOOK 60, PAGE 107 \ �. 5.00' °o° \ \r9Q F tis s39 \ \ DESCRIPTION: \ \ A PORTION OF LOT 82 OF PLAT OF P.C.D. CENTER,AS RECORDED IN \ \ PLAT BOOK 60,PAGE 106, OF THE PUBLIC RECORDS OF PALM \ BEACH COUNTY FLORIDA,AND BEING MORE FULLY DESCRIBED AS \ FOLLOWS: \ I o 0 "POINT OF COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 82,THENCE BEGINNING" GO PROCEED ALONG THE SOUTH LINE OF SAID LOT N8702626"W A DISTANCE OF 32.57 FEET;THENCE PROCEED N11°17'15"E LEAVING SAID SOUTH LINE 178.83 FEET TO THE POINT OF BEGINNING;THENCE W PROCEED N57040'00"W A DISTANCE OF 105.39 FEET, THENCE PROCEED S3000225"W A DISTANCE OF 5.00 FEET;THENCE PROCEED N57040'00"W A DISTANCE OF 20.00 FEET;THENCE PROCEED N30 002'25"E A DISTANCE OF 20.00 FEET;THENCE PROCEED ="POINT OF S57040'00"E A DISTANCE OF 20.00 FEET;THENCE PROCEED COMMENCEMENT" S30002'25"W A DISTANCE OF 5.00 FEET;THENCE PROCEED S57040'00"E SE CORNER LOT 82 A DISTANCE OF 101.94 FEET;THENCE PROCEED S11 017'15"WA LOT 82 LOT 81 32.57' DISTANCE OF 10.71 FEET TO THE POINT OF BEGINNING. N8702626"W CONTAINING 1,436 SQUARE FEET OR 0.03 ACRES. 7211 SURVEYORS'NOTES: — 1.1 HEREBY CERTIFY this sketch and legal meets Minimum Technical 4-3-19 WSTME OF Standards pursuant to Section 472.027,Florida Statutes. DATE 2. The survey map and report and the copies thereof are not valid without the PROFESSIND MAPPER signature and the original raised seal of a Florida licensed surveyor and mapper. FLORID '° .;TIFI . g No. 7211 3. Underground or obscured improvements were not located. 4.Dimensions are record and field unless otherwise noted. JOB#S18110780 5. Stated dimensions take precedence over scaled dimensions. PM SURVEYING 6. This firm's Certificate of Authorization Number is LB 8261. 4546 CAMBRIDGE STREET 7.Additions or deletions to survey maps or reports by other than the signing WEST PALM BEACH,FL 33415 party or parties is prohibited without written consent of the signing party or parties. OFFICE 561-478-7764 8. Survey subject to reservations,restrictions,easements and rights-of-way of record. FAX 561-478-1094 Please visit us on the web @ www.p 9 n6 1076 6.E. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-049-Approve utilizing the Monroe County Contract#91-0- 2016 with Boundtree Medical for the City's medical supplies on an "As Needed" basis with an estimated annual expenditure of$80,000 and authorize the City Manager to sign an Agreement. The Monroe County Contract procurement process satisfies the City's competitive bid requirements. EXPLANATION OF REQUEST: Contract Term: December 1, 2016 to November 30, 2019 Monroe County awarded the contract to Boundtree Medical to furnish medical supplies and pharmaceuticals at set pricing. Medical supplies are consistently on backorder. Utilizing this contract will benefit the City by adding an additional vendor for medical supplies to obtain a greater pool of vendors to purchase the necessary supplies. The medical supplies will be purchased for the City's Fire department and are stocked at the Warehouse. The City currently has a bid in place for medical supplies that expires 7-2-19. This bid (057-1412-17/IT)was a CO-OP with the City of Delray Beach. Delray has since decided to not participate in the CO-OP, effectively limiting our purchasing power. The City utilizing the contract will take affect on 7-3-19 when the current bid has expired. The contract allows for two (2) one (1) year renewals. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Approval for the use of this contract will allow for the City's Fire EMS to access another vendor for the necessary medical supplies when needed. FISCAL IMPACT: Budgeted Funds are budgeted and available for account 502-0000-141-0100 for the amount of$80,000. Medical expenditures FY 16/17 expenditures $136,313.41 FY 17/18 expenditures $133,259.24 ALTERNATIVES: To not approve and utilize the State of Florida Contract only, if approved, eliminating access to Bountree's inventory of medical supplies. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: Page 65 of 1076 CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution authorizing piggy-back of Monroe County Agreement for Medical Supplies D Agreement Agreement with Bound Tree for Medical Supplies D Contract Monroe County Contract 91-0-2016 Page 66 of 1076 I RESOLUTION NO. R19- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN 5 AN AGREEMENT WITH BOUND TREE MEDICAL, LLC., 6 UTILIZING THE MONROE COUNTY CONTRACT NO. 91-0-2016 7 FOR AN ESTIMATED ANNUAL EXPENDITURE OF$80,000.00; AND 8 PROVIDING AN EFFECTIVE DATE. 9 10 11 WHEREAS, the City currently has a bid in place for medical supplies and 12 pharmaceuticals which expires July 2, 2019; and 13 WHEREAS, this Agreement allows the City's Fire EMS to access another vendor for 14 the necessary medical supplies when needed; and 15 WHEREAS, the City Commission of the City of Boynton Beach, upon the 16 recommendation of staff, deems it in the best interest of the citizens and residents of the City 17 of Boynton Beach to approve and authorize the City Manager to sign an Agreement with 18 Bound Tree to provide medical supplies and pharmaceuticals through November 30,2019 with 19 two one-year options for renewal for an estimated annual expenditure of$80,000.00 at prices 20 based on Monroe County Board of County Commissioners and Board of Governors Fire and 21 Ambulance District 1 of Monroe County, Florida contract No. 91-0-2016. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being 25 true and correct and are hereby made a specific part of this Resolution upon adoption hereof. 26 Section 2. The City Commission of the City of Boynton Beach hereby approves 27 and authorizes the City Manager to sign an Agreement with Bound Tree Medical, LLC., to 28 provide medical supplies and pharmaceuticals through November 30, 2019 with two one-year S:\CA\RESO\Agreements\Piggy-back-Monroe County(Medical Supplies)Bound Tree-Reso.docx Page 67 of 1076 29 options for renewal for an estimated annual expenditure of $80,000.00 at prices based on 30 Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance 31 District 1 of Monroe County, Florida contract No. 91-0-2016, a copy of which is attached 32 hereto as Exhibit"A" 33 Section 3. That this Resolution shall become effective immediately upon passage. 34 PASSED AND ADOPTED this day of , 2019. 35 CITY OF BOYNTON BEACH, FLORIDA 36 37 YES NO 38 39 Mayor— Steven B. Grant 40 41 Vice Mayor—Justin Katz 42 43 Commissioner—Mack McCray 44 45 Commissioner—Christina L. Romelus 46 47 Commissioner—Ty Penserga 48 49 VOTE 5o ATTEST: 51 52 53 54 Judith A. Pyle, CMC 55 City Clerk 56 57 58 (Corporate Seal) 59 S:\CA\RESO\Agreements\Piggy-back-Monroe County(Medical Supplies)Bound Tree-Reso.docx Page 68 of 1076 MEDICAL SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between BOUND TREE MEDICAL LLC., a Foreign Limited Liability Company authorized to do business in the State of Florida with an address of 5000 Tuttle Crossing Blvd., Dublin OH 43016 (`BOUND TREE" or "Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the "City"). RECITALS WHEREAS, The City's Fire EMS Department utilizes medical supplies and pharmaceuticals which are consistently on backorder and utilizing the pricing from the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida contract will add an additional vendor for medical supplies to obtain a greater pool to purchase from; and WHEREAS, BOUND TREE, has agreed to allow the City to piggy-back the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida Contract No. 91-0-2016 to provide medical supplies and pharmaceuticals through November 30, 2019 with two one-year options for renewal for an estimated annual expenditure of$80,000.00 at prices based on Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County,Florida contract; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and BOUND TREE agree that BOUND TREE shall provide medical supplies and pharmaceuticals through November 30, 2019 with two one-year options for renewal for an estimated annual expenditure of $80,000.00 at prices based on Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida contract No. 91-0-2016, a copy of which is attached hereto as Exhibit "A", except as hereinafter provided: A. All references to Monroe County or County shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this contract must be in a court of competent jurisdiction in Palm Beach County, Florida. Page 1 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E8E58DFE-5D45-4E5C-87F2-745584F7D07C\Boynton Beach.16291.1.Piggyback (Monroe County)_Bound Tree_Medical_Agmt.Docx Page 69 of 1076 B. All Notices to the City shall be sent to: City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Section 13. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Page 2 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E8E58DFE-5D45-4E5C-87F2-745584F7D07C\Boynton Beach.16291.1.Piggyback (Monroe County)_Bound Tree_Medical_Agmt.Docx Page 70 of 1076 1) Keep and maintain public records required by the CITY to perform the service; 2) 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; 3) 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, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida Contract is amended, or terminated, BOUND TREE shall notify the City within ten (10) days. In the event the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County,Florida Contract is amended or terminated prior to its expiration, this Contract shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. BOUND TREE agrees that in the event it enters into a Contract for the same (or substantially similar) scope of services with another local government in Florida which contains a Page 3 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E8E58DFE-5D45-4E5C-87F2-745584F7D07C\Boynton Beach.16291.1.Piggyback (Monroe County)_Bound Tree_Medical_Agmt.Docx Page 71 of 1076 term or condition, including fees, charges or costs,which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida Contract are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney BOUND TREE MEDICAL, LLC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E8E58DFE-5D45-4E5C-87F2-745584F7D07C\Boynton Beach.16291.1.Piggyback (Monroe County)_Bound Tree_Medical_Agmt.Docx Page 72 of 1076 EXHIBIT A AGREEMENT BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FLORIDA AND BOUND TREE MEDICAL, LLC. Page 5 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E8E58DFE-5D45-4E5C-87F2-745584F7D07C\Boynton Beach.16291.1.Piggyback (Monroe County)_Bound Tree_Medical_Agmt.Docx Page 73 of 1076 i CONTRACT BETWEEN THE BOARD OF COUNTY COMMISSIONERS AND THE BOARD GOVERNORS FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY,FLORIDA AND BOUND TREE MEDICAL,LLC FOR THE PURCHASE OF MEDICAL SUPPLIES AND PHARMACEUTICALS THIS CONTRACT, hereinafter "CONTRACT" or "AGREEMENT", is made and entered into this 1St day of December, 2016 by and between the Monroe County Board of County Commissioners and Board of Governors Fire and Ambulance District 1 of Monroe County, Florida, hereinafter referred to as "COUNTY", and Bound Tree Medical, LLC, hereinafter referred to as "CONTRACTOR". WITNESSETH: WHEREAS, the COUNTY advertised a notice of request for proposals for medical supplies and pharmaceuticals. WHEREAS,the successful Proposer was Bound Tree Medical, LLC, and; WHEREAS, this CONTRACTOR represents that it is capable and prepared to provide such services, and; WHEREAS, the COUNTY intends to enter into an agreement to furnish medical supplies and pharmaceuticals at set pricing and; WHEREAS,this contract is an"Agreement" between both parties, NOW, THEREFORE, in consideration of the promises contained herein, the parties agree as follows: 1. CONTRACT DOCUMENTS — This contract consists of the Agreement, the CONTRACTOR'S response to the Request for Proposals (RFP), and the documents referred to in the Agreement as a part of this Agreement. In the event of any conflict between any of the contract documents, the one imposing the greater burden on the CONTRACTOR will control. 2. CONTRACT PERIOD AND RENEWAL - The effective date of this Agreement shall be December 1, 2016 through November 30, 2019, with two one-year options for renewal, subject to the approval of the Monroe County Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1. 3. CONTRACT TERMINATION - This Agreement may be terminated for any reason by either party on 30-day written notice without cause. If the CONTRACTOR fails to fulfill the terms of this Agreement, or attachments, properly or on time, or otherwise violates the provisions of the agreement or of applicable laws or regulations governing the use of Page 74 of 1076 funds, the County may terminate the contract immediately by written notice. The notice shall specify cause. All finished or unfinished supplies or services shall, at the option of the County, become property of the County. The County shall pay the CONTRACTOR fair and equitable compensation for expenses incurred prior to termination of the agreement, less any amount or damages caused by the CONTRACTOR'S breach. If the damages are more than compensation payable, the CONTRACTOR will remain liable after termination and the County shall pursue collection for damages. 4. SUBJECT MATTER OF CONTRACT - This Agreement is to furnish medical supplies and pharmaceuticals at set pricing to Monroe County Fire Rescue. 5. PRICING — is set forth in the Medical Supply Discount Off List and Pricing Worksheet (Attachment A). This will be inserted in the contract, which outlines both a discount in the form of a percentage off list, and pricing on specified numbered items. 6. QUALITY INSURANCE PROVISIONS A. Quality and Quality Control. A system of test inspections shall be used to insure receipt of the quality and quantity of material(s)/service(s) purchased. Material(s)/Service(s) will be promptly inspected any discrepancies from the purchase order and/or the supplier's invoice shall be reported immediately by the Monroe County Logistics Specialist. B. Material Safety Data Sheet (MSDS). Any items delivered must be accompanied by a MSDS. The MSDS must be mantained by the user agency and must include the following information: 1) The Chemical name and the common name of the toxic substance. 2) The hazards or other risks in the use of the toxic substance, including: a) The potential for fire, explosion, corrosively and reactivity; b) The known acute and chronic health effects of risk from exposure, including the medical conditions which are generally recognized as being aggravated by exposure to the toxic substance; and c) The primary routes of entry and symptoms of overexposure. 3) The proper precautions, handling practices,necessary personnel protective equipment, and other safety precautions in the use of, or exposure to, the toxic substances, including appropriate emergency treatment in the case of overexposure. 4) The emergency procedure for spills, fires, disposal and first aid. 5) A description, in lay terms, of the known specific potential health risks posed by the toxic substance intended to alert any person reading this information. Page 75 of 1076 6) The year and month, if available, that the information was compiled and the name, address, and emergency telephone number of the manufacturer responsible for preparing the information. C. CONTRACTOR must be able to supply contracted requested supplies within a three (3) business day time frame of normal request of supplies when the County has made that request within normal working hours of 8 am to 5 pm Monday through Friday. During emergency (natural or man-made emergencies) situations CONTRACTOR must be able to supply requested supplies on a next day basis, twenty-four(24) hours a day seven (7) days a week. 7. CONTRACTOR'S LIABILITY A. Warranty. It shall be the CONTRACTOR'S responsibility to submit at the time of shipment the original manufacturer's warranty for the materials supplied. CONTRACTORS shall follow procedure(s) to accomplish supplying a replacement product, if warranted. Replacements shall be finalized within five working days of reporting the defect. B. Guarantee. The material(s) supplied shall be guaranteed to be free from defect of composition, conception and workmanship for a minimum period of 120 days from the date of acceptance by the County. Any parts or portions found not in accordance with this specification will be rejected by the County and returned to the CONTRACTOR at the CONTRACTORS expense for immediate replacement. 8. SPECIFICATIONS: A. Substitutions. Items supplied shall be as ordered and specified. When substitutions are recommended or necessary, the determination as to whether any proposed substitution is or is not equal to the product specified as a standard shall be made by the COUNTY, and such determination shall be final and binding. B. Quality. The materials to be furnished shall be currently in production and shall be of the manufacturer's standard or better quality. C. Quantities. The quantities listed on the Medical Supply Discount Off List and Pricing Worksheet (Attachment A) are estimated quantities for one (1) year. The COUNTY shall not be required to purchase any minimum or maximum quantities during the term of any award resulting from this specification. The COUNTY may purchase as little as zero percent (0%) or exceed as much as one hundred percent(100%) of the forecasted or estimated quantities. D. Packaging. Only materials that are packaged in the original factory fresh packaging shall be accepted. No materials that have been re-packaged or that are in the adulterated or damaged packages shall be accepted at the receiving location, nor shall after-market materials be accepted at the receiving location. Page 76 of 1076 i Any attempts by the CONTRACTOR to furnish the COUNTY with other than first quality materials shall constitute default as outlined in this specification. E. Refrigeration. Maintaining a specific temperature range throughout the shipping process is essential to the quality of healthcare products. Only materials which have been properly shipped in a temperature-controlled environment shall be accepted by the COUNTY. F. Expiration Dates. All merchandise shall have a minimum expiration date of 18 months from date of shipment, and date must be displayed on the package. 9. CONDITIONS: A. Authorization. All orders shall be placed via Monroe County by individual Purchase Orders generated by the County's electronic ordering software, Operative IQ, or as "Open" Purchase orders, at the County's election. B. Furnishing Items. Contract items are to be furnished on an "as needed, when needed basis" during the life of the contract. C. Delivery. Materials ordered shall be delivered within three (3) business days after receipt of order. Failure to do same shall be considered breach of contract or default, and the COUNTY shall utilize its options as stated within the proposal specification. D. Backorders. In the event an item is not immediately available at the time of an order, or is not able to be delivered within three (3) days, the County shall have the option of purchasing the item from another vendor. E. Penalties. The COUNTY reserves the right to increase or decrease quantities shown without penalty. F. Addition/Deletion. The COUNTY reserves the right to add or delete any item from this proposal or resulting contract when deemed to be in the interest of the COUNTY. G. Samples. When required, samples shall be labeled with the CONTRACTORS' name and item number and shall be furnished free of charge. Samples not destroyed will be returned upon request at the CONTRACTOR'S expense. H. Substitution. The CONTRACTOR shall not substitute items for like items without the approval of the COUNTY. Any violation of such procedure may result in a possible cancellation of the contract. All approved substitutes shall be annotated as such on the CONTRACTOR'S shipping document(s). I. Contract Prices. Contract prices from Medical Supply Discount Off List and Pricing Worksheet (Attachment A) shall be firm and shall not be amended after the contract is executed. Any attempt by the CONTRACTOR to amend said prices unilaterally shall constitute default as outlined in the contract. Page 77 of 1076 Prices quoted shall include all shipping costs, shipped F.O.B Marathon, Florida or to the facility location specified by the requestor or the purchase order. All taxes of any kind and character payable on account of the work done and materials furnished under the award shall be paid by the CONTRACTOR and shall be deemed to have been included in the price. The COUNTY is exempt from all state and federal sales, use, transportation, and excise taxes. Contract prices shall include all royalties and costs arising from patents, trademarks, and copyrights in any way involved in the work. Whenever the CONTRACTOR is required or desires to use any design, device, material or process covered by letters of patent or copyright, the CONTRACTOR shall indemnify and save harmless the COUNTY, its officers, agents, and employees from any and all claims of infringement by reason of the use of any such patented design, toll, material, equipment or process, to be performed under the contract, and shall indemnify the said COUNTY, its officers, agents and employees for any costs, expenses and damage which may be incurred by reason of any infringement at any time during the prosecution or after the completion of the work. J. Contract Provisional Prices off List Price. Contract pricing for items not included on Medical Supply Discount Off List and Pricing Worksheet (Attachment A) and sold to the County at a discounted percentage rate off the list price issued by CONTRACTOR shall be firm and shall not be amended after the contract is executed. Any attempt by the CONTRACTOR to amend said prices shall constitute default as outlined in the contract. COUNTY will verify items by a printout from the CONTRACTOR's online catalog showing both the "list price" and "your price", the latter being the COUNTY'S price. K. Contract Changes. No changes, over the contract period, shall be permitted unless prior written approval is given by the Monroe County Board of Commissioners and the Board of Governors of Fire and Ambulance District 1. No CONTRACTOR shall assign the contract or any rights or obligations there under to a subcontractor without the prior written approval of the Monroe County Board of Commissioners and the Board of Governors of Fire and Ambulance District 1. L. Price Escalation. The County will allow a price escalation provision for items on the Medical Supply Discount Off List and Pricing Worksheet(Attachment A) with this award. The original CONTRACTOR prices on Medical Supply List Pricing Worksheet (Attachment A) shall be firm for a one (1) year minimum period. A price escalation/de-escalation will be allowed one (1) year after the beginning of the award period and at one (1) year intervals thereafter, provided the CONTRACTOR notifies the COUNTY, in writing of any requested price changes at least sixty (60) days prior to those changes taking effect. This request must be accompanied by a certified letter from the CONTRACTOR'S supplier showing Page 78 of 1076 s the price increase to the contractor. The price increase to the County shall be limited to the percentage increase to the CONTRACTOR as stated in this letter. If, at the point of exercising the price escalation provision, market media indicators show that the prices have decreased, and that the CONTRACTOR has not passed the decrease on to the COUNTY, the COUNTY reserves the right to place the CONTRACTOR in default, cancel the contract, and remove the CONTRACTOR from the COUNTY's CONTRACTOR list for a period of time deemed suitable to the COUNTY. M. Invoicing. The CONTRACTOR shall furnish the COUNTY complete itemized invoices for the goods received. Invoices are to reflect the prices stipulated on the purchase order, and as outlined on the Medical Supply Discount Off List and Pricing Worksheet (Attachment A). Invoices are also to reflect the provisional price discount in the form of a percentage at which the CONTRACTOR will sell these items off its list price. The COUNTY will not accept an aggregate invoice. As part of the award process, the COUNTY may request a sample invoice. Invoices shall contain, but not limited to the following information: o Invoice number o Company name o Purchase order number o Location and dates of delivery o Cost.of items as stated on the contract and extended price to reflect total cost for number of items received. N. Payment. Full payment will be made by the COUNTY after receipt and acceptance of materials/services and proper invoices in accordance with the Florida Local Government Prompt Payment Act, Section 218.70 et al. O. Ordering. CONTRACTOR will provide web-based online ordering website designed specifically for service. P. Disaster Recovery. CONTRACTOR must have a proven Disaster Support Program in place and shall provide the COUNTY with emergency numbers for these situations. These numbers will be updated immediately if the contact number changes. 10. INDEMNIFICATION — CONTRACTOR shall indemnify and hold the COUNTY and Monroe County and Monroe County Fire and Ambulance District 1 harmless for any negligence on its part or faulty or improper workmanship, for all work performed under this contract, including all costs of collection, reasonable attorney fees, claim costs, and as per "Attachment P. All property or equipment being directly maintained or repaired by CONTRACTOR shall be considered in its care, custody, and control while such work is in progress and until physical control of such property or equipment is restored to the COUNTY. Page 79 of 1076 i 11. INSURANCE — The Proposer will comply with the insurance requirements listed in Attachment I to the RFP. 12. ADDITIONAL REQUIRED STATEMENTS/VERIFICATIONS / AFFIDAVITS. Attached hereto in Attachments Attachment A—Medical Supply Discount Off List and Pricing Worksheet Attachment B—Submission Proposal Response Form Attachment C—Non-Collusion Affidavit Attachment D—Lobbying and Conflict of Interest Attachment E—Drug Free Workplace Attachment F—Public Entity Crime Statement Attachment G—Local Preference (if applicable) Attachment H— Scope of Services Response Form Attachment I—Request for Waiver of Insurance Requirements (if applicable) 13. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners of Monroe County, Florida. 14. Venue for any litigation arising under this contract must be in a court of competent jurisdiction in Monroe County, Florida. This Agreement is not subject to arbitration. SS WHEREOF, each party hereto has caused this contract to be executed by its duly oqw resentative. l� 23 BOARD OF COUNTY COMMISSIONERS r MADOK OF MONROE COUNTY,FLORIDA 40 91, By: J Clerk of Court Mayor BOUND TREE MEDICAL,LLC: BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY,FL Ey: �- By. Print Name and Title Mayor/Chairperson Date: 11 �l Io�D]Co Pr .� V r_i Page K of 1076 { SECTION FOUR: ATTACHMENTS AND FORMS Attachment A Medical Supply Discount Off List and Pricing Worksheet Attachment B Submission Proposal Response Form Attachment C Non-Collusion Affidavit Attachment D Lobbying and Conflict of Interest Attachment E Drug Free Workplace Attachment F Public Entity Crime Statement Attachment G Local Preference Attachment H Scope of Services Response Form Attachment I Insurance Requirements, Indemnification/Hold Harmless, and Request for Waiver of Insurance Requirements Page 81 of 1076 u p pQ p o p W 'V '4 y tJ R? i Q 4 O 40 P� $ p m n ci ed� ci c! �v�i 9rr n n F� �s rV as Ft ��y' oMf M �i 3 G �•.� M N 6R V� l�Z Mp Sa L'� M MQ MQ MQ MQ ✓! � p�� pHA Np7 MNp M® Orps� !ma�yy fry " �Y "'Z f"! N W �'1 �'! ^� r"! 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O Q � W_ Z (� W Z 3 m �' W = W J p i W W U of o cc LL Z a r x z w 14 I Z "' 3 m co z J \ J U ¢ Q Q Q p ^mom > m Q� �Q W Z W Ln Q z p > V 00 N G W O j O j N O J W W O O F j r Z W \ N O C N z z N W 0 � > C7 �n J a .� O O O .4 �/f o �j a ¢LA U _ o z z C or cc po •` z g 'I a p + N w w z $ 6 5 - C � z � Q J W W U U F Z N m m o z p m z O _7 Z Z h O z c c cW Z V W 0 O S Z ? U G c G W C W W d 1V . c2 cL z z Z O a (y O O O a > z O O W W W W 0 to In VI Vf N Ln VI to to N N z z z Z z Z z Z z Z z Z Z Z W W y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 F F F F F F F F F r= F F F F o 0 0 0 W W W W W W W W W W W W W W 21 0� 1� 1 ,01 0161 �. 10 n 00 O1 0 N m t0 n 00 Ci O N m n n n r4 oo ao 1-4 0o a0 `tm m 00 ao ao co m m m CAm i Page 88 of 1076 Attachment B SUBMISSION PROPOSAL RESPONSE FORM SET PRICING FOR MEDICAL SUPPLIES AND PHARMACEUTICALS Proposer's Name and Mailing Address: Bound Tree Medical, LLC 5000 Tuttle Crossing Blvd Dublin, OH 43016 Telephone and Fax Numbers: I have included: f • Proposal/Tabbed Sections Y • Medical Supply Discount Off List and Pricing Worksheet (Attachment A) • Submission Proposal Response Form (Attachment B) V • Non-Collusion Affidavit (Attachment C) J • Lobbying and Conflict of Interest Clause Form (Attachment D) • Drug Free Workplace Form (Attachment E) • Public Entity Crime Statement (Attachment F) • Local Preference Form (Attachment G) ! • Scope of Services Response Form (Attachment H) • Insurance Requirements,Indemnification/Hold Harmless, f and Request for Waiver of Insurance Requirements (Attachment 1) V (Check mark items above, as a reminder that they are included). I state that I am authorized to submit this proposal. STATE OF Ohio ignature of Proposers) COUNTYOF Franklin Vice President Date 9/06/2016 PERSONALLY APPEARED BEFORE ME,the undersigned authority, kh f tr}non who,after first being sworn by me,(name of individual signing}affi ature in the space provided above on this 6th day of♦ ��i ,20 i 6 i DWd DO II My commission e= 0"PM806106 NOTARY PUBLI � � fill Page 89 of 1076 Attachment C NON-COLLUSION AFFIDAVIT 1, Rhiannon Greene ,according to law,on my oath,and under penalty of perjury,depose and say that: I. lam Vice President ofthe firmof Bound Tree Medical, LLC the bidder/responder making the proposal for the project described in the Notice of Request for Competitive Solicitations for: Medical Supplies and Pharmaceuticals and I executed the said proposal with full authority to do so. 2. The prices in this proposal have been arrived at independently without collusion,consultation,communication or agreement for the purpose of restricting competition,as to any matter relating to such prices with any other bidder/responder or with any competitor. 3. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the bidder/responder and will not knowingly be disclosed by the biddedresponder prior to the opening of the responses, directly or indirectly,to any other bidder/responder or to any competitor. 4. No attempt has been made or will be made by the bidder/responder to induce any other person,partnership or corporation to submit,or not to submit,a proposal for the purpose of restricting competition. 5. Th ents contained in this affidavit are true and correct,and made with full knowledge that Monroe County relies upon e truth of statements contained in this affidavit in awarding contracts for said project. AW 09/06/2016 (Signature ofBidder/Responder) (Date) Rhiannon Greene, Vice President Print Name/Title STATE OF: Ohio COUNTY OF: Franklin PERSONALLY APPEARED BEFORE ME,the undersigned authority, KV,!t.h n o 1/1 It fu A R (name of individual signing Affidavit),who,after first being sworn by me,affixed his/her signature in the space provided above on this 6th day of September 20 16 MyCommissio� N i ` David Mello II NOTARY IC L *� 1to�ryPu6it;8mrdONO Z � C�am�on 6q>tw�upult tb� Ui11111N� Ad Page 90 of 1076 j Attachment D LOBBYING AND CONFLICT OF INTEREST FORM SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY.FLORIDA ETHICS CLAUSE Rhiannon Greene, Vice President warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No, 10-1990. For breach or violation of this provision, the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price,or otherwise recover,the full amount of any fee,commission, percentage,gift, or consideration paid to the former County officer or employee. (Signature) Date: 9/06/2016 STATE OF: Ohio COUNTY OF: Franklin PERSONALLY APPEARED BEFORE ME,the undersigned authority, (name of individual signing Affidavit), who, after first being sworn by me, affixed his/her signature in the space provided above on this stn day of September 20 16 . My Commission Expires: ! a AL & NOTILRYPUBLIC David bdello II Q. WwAVA%20 Page 91 of 1076 Attachment E DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Sound Tree Medical LLC (Name of Business) i. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free Workplace,any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). 4, In the statement specified in subsection(1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of,or plea of guilty or nolo contendere to,any violation of Chapter 893(Florida Statutes)or of any controlled substance law of the United States or any state,for a violation occurring in the workplace no later than five(5)days after such Conviction. i 5. Imposes a sanction on,or requires the satisfactory participation in,a drug abuse assistance or rehabilitation program if such is available in the employee's community,for any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. i As the person authorized to sign the statement,I certify that this firm complies fully with the above requirements. Di t Bidder's Signature Rhiannon Greene, Vice President 9/06/2016 Date �``,�`,��1{{II 111 f►�/���'''r '= David Mello H '`colntawtolt��tlpu�ttasc�o �N/III{{lN� f u Page 92 of 1076 E Attachment F PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Pound Tree Medi Cal, LLC (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Rhiannon Greene, Vice President Date: 9/0612016 STATE OF: Ohio COUNTY OF: Franklin Subscribed and sworn to(or affirmed)before me on the Etta day of September ,20 16 by k;T, 'Abr (name of individual signing Affidavit). He/She is personallyown to me or has produced (type of identification)as identification. My Commission Expires: ' IAL r* NOTARY TBLTC David Zdello II *: �ry Pubic,9�1r ddio WuAodit Page 93 of 1076 i Attachment G "Not Applicable LOCAL PREFERENCE FORM ** A. Vendors claiming a local preference according to Ordinance 023-2004 must complete this form. Name of Bidder/Responder Date: 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one year prior to the notice or request for bid or proposal? (Please furnish copy.) 2. Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day to day basis that is a substantial component of the goods or services being offered to Monroe County? List Address: Telephone Number: B. Does the vendor/prime contractor intend to subcontract 50%or more of the goods,services or construction to local businesses meeting the criteria above as to licensing and location? If yes,please provide: 1 Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one year prior to the notice or request for bid or proposal. 2. Subcontractor Address within Monroe County from which the subcontractor operates: Telephone Number Address Address Print Name: Signature and Title of Authorized Signatory for Bidder/Responder STATE OF COUNTY OF } On this day of 20 before me, the undersigned notary public, personally appeared known to me to be the person whose name is subscribed above or who produced as identification, and acknowledged that he/she is the person who executed the above Local Preference Form for the purposes therein contained. My commission expires. Notary Public (Seal) Print Name **This Form is only required if Local Preference is applicable pursuant to Sec.2-349,Monroe County Code. Page 94 of 1076 4 i Attachment H - Scope of Services Response Form 2016 The Proposer will be evaluated on compliance with the below service requirements. By submitting a proposal,the Proposer agrees that these provisions will be part of the agreement between the parties. YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) QUALITY ASSURANCE PROVISIONS Ordered Supplies/Receiving: A system of test inspections shall be used to assure quality and quantity of materials received by County. Materials will be promptly inspected and any discrepancies from the purchase order and/or the supplier's invoice shall be reported immediately by the Monroe County Logistics Specialist to the Supplier and x shall be corrected within a two(2)business day time frame when the County has made that report within normal working hours of 8 am to 5 pm Monday through Friday. Material Safety Data Sheet(MSDS): Any items delivered must be accompanied by a MSDS. The MSDS will be maintained by the County and must include the following information: 1. The Chemical name and the common name of the x toxic substance. 2. The hazards or other risks in the use of the toxic x substance,including: a) The potential for fire,explosion,corrosively x and reactivity; b) The known acute and chronic health effects of risk from exposure,including the medical x conditions which are generally recognized as being aggravated by exposure to the toxic substance;and c) The primary routes of entry and symptoms of x overexposure. 3. The proper precautions,handling practices, necessary personnel protective equipment,and x Page 95 of 1076 i Attachment H - Scope of Services Response Form 2016 YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) other safety precautions in the use of,or exposure to,the toxic substances,including appropriate emergency treatment in the case of overexposure. 4. The emergency procedure for spills,fires,disposal x and first aid. 5. A description,in lay terms,of the known specific J potential health risks posed by the toxic x substance intended to alert any person reading this information. 6. The year and month,if available,that the information was compiled and the name, x address,and emergency telephone number of I the manufacturer responsible for preparing the information. I Supply rime: I Proposers must be able to supply contracted requested supplies within a three(3)business day time frame of normal request of supplies when the County has made x i that request within normal working hours of 8 am to 5 pm Monday through Friday. I Natural or Man-Made Emergencies: During emergency(natural or man-made emergencies) situations,Proposers must be able to supply requested supplies on a next day basis,twenty-four(24)hours a x day seven(7)days a week. PROPOSERSLIABILITY Warranty: It shall be the Proposer's responsibility to submit at the time of shipment the original manufacturer's warranty x for the materials supplied. Page 96 of 1076 6 t 5 i 1 Attachment H - Scope of Services Response Form 2016 f E YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Defects: Upon un-packaging and discovering defects to materials shipped by Supplier,any medical supplies and/or X pharmaceuticals requiring replacement shall be finalized within five(5)working days of reporting the defect. (See also information required behind Tab 2 regarding warranties and replacements.) Guarantee: The material(s)supplied shall be guaranteed to be free from defect of composition,conception and workmanship for a minimum period of 120 days from the date of acceptance by the County.Any parts or portions found not in accordance with this specification will be rejected by the County and returned to the Proposer at the Proposer's expense for immediate replacement. Quality: --- ----- --- ---------_— The materials to be furnished shall be currently in production and shall be of the manufacturer's standard r. or better quality. Quantities: The quantities listed on the Medical Supply Discount Off List and Pricing Worksheet(Attachment A)are estimated quantities for one(1)year and are for cost comparison only. Any reference to forecasted or estimated quantities within the proposal documents is intended to inform the proposers of approximate x annual requirements.The County shall not be required to purchase any minimum or maximum quantities during the term of any award resulting from this specification.The County may purchase as little as zero percent(0%)or exceed as much as one hundred percent(100%)of the forecasted or estimated quantities. Page 97 of 1076 i 3 Attachment H - Scope of Services Response Form 2016 i YES YES NO SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Packaging: Only-materials that are packaged in the original factory fresh packaging shall be accepted.No materials that have been re-packaged or that are in the adulterated or damaged packages shall be accepted at the receiving location,nor shall after-market materials be accepted at the receiving location.Any attempts by the Proposers to furnish the County with other than first quality materials shall constitute default as outlined in this specification. j i Refrigeration: f Maintaining a specific temperature range throughout the shipping process is essential to the quality of healthcare products. Proposer has the ability to ship x I i products in a proper temperature-controlled environment. Only materials which have been properly j shipped in a temperature-controlled environment shall be accepted by the COUNTY. _ } Expiration Dates: Where applicable,all merchandise shall have a minimum expiration date of 18 months from date of shipment,and date must be displayed on the package. CONDITIONS Authorization: z Proposer has the ability to handle orders placed by the electronic ordering software Operative IQ. (All orders shall be placed via Monroe County by individual Purchase Orders generated by the County's electronic ordering software,Operative IQ,or as"Open"Purchase orders.) Furnishing Proposal Items: Contract items are to be furnished on an"as needed, when needed basis"during the life of the contract. ?' E t i Page 98 of 1076 Attachment H - Scope of Services Response Form [ 2016 YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Delivery: Materials ordered shall be delivered within three(3) business days after receipt of order.Failure to do same x shall be considered breach of contract or default,and the County shall utilize its options as stated within the contract. Backorders: In the event an item is not immediately available at the time of an order,and able to be delivered within three (3)days,the County shall have the option of purchasing x the item from another vendor. Penalties: The County reserves the right to increase or decrease quantities shown without penalty. x Samples(Medical Supplies only): From time to time,either at the stage of the Proposal or subsequently while the contract is in force,the Proposer may wish to recommend an alternative to an item listed on Medical Supply Discount Off List and Pricing Worksheet(Attachment A). in those situations, the County may require the Proposer or the Proposer may elect to submit a sample for inspection,to ensure x that the alternative is of similar quality. Such samples shall be labeled with the Proposer's name and item number and shall be furnished free of charge. The vendor can determine whether the sample should be returned or destroyed. Samples not destroyed will be returned upon request at the Proposer's expense within ten days following receipt of the sample. Substitution: No items will be substituted without the prior written approval of the County. Any violation of such procedure may result in a possible cancellation of the x contract. All approved substitutes shall be annotated as such on the Proposer's shipping document(s). i Page 99 of 1076 Attachment H - Scope of Services Response Form 2016 �.ss�e■ ma�soaea YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Proposal Prices: Proposal prices quoted on Medical Supply Discount Off List and Pricing Worksheet(Attachment A)shall be firm and shall not be amended after the dates and time of x the proposal opening. Any attempt by the Proposer to amend said proposal prices shall constitute default as outlined in this specification. Shipping Costs: Prices quoted in the Proposal and Proposal Response form shall include all shipping costs,shipped F.O.B x Marathon,Florida or to the facility location specified by the requestor or the purchase order. Taxes: All taxes of any kind and character payable on account of the word done and materials furnished under the award shall be paid by the Proposer and shall be x deemed to have been included in the proposal. The County is exempt from all state and federal sales,use, transportation,and excise taxes. Infringement: Proposal prices must include all royalties and costs arising from patents,trademarks,and copyrights in any way involved in the work. Whenever the Proposer is required or desires to use any design,device,material or process covered by letters of patent or copyright,the Proposer shall indemnify and save harmless the County, I its officers,agents,and employees from any and all x claims of infringement by reason of the use of any such patented design,toll, material,equipment or process, to be performed under the contract,and shall indemnify the said County,its officers,agents and employees for any costs,expenses and damage which may be incurred by reason of any infringement at any time during the prosecution or after the completion of the work. `s I 3 a i i Page 100 of 1076 4 Attachment H - Scope of Services Response Form 2016 YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Award Changes: No changes,over the contract period,shall be permitted unless prior written approval is given by the County and,where applicable,confirmed by the x Monroe County Board of Commissioners. Assignment: No Proposer shall assign the contract or any rights or obligations thereunder to a subcontractor without the X written consent of the County and approval of the Monroe County Board of Commissioners. Price Escalation: The County will allow a price escalation provision with this award. The original proposal prices quoted on Medical Supply Discount Off List and Pricing Worksheet (Attachment A)shall be firm for a one,1)year minimum period. A price escalation/de-escalation will be allowed one(1)year after the beginning of the award period and at one(1)year intervals thereafter, provided the Proposer notifies the County,in writing of any requested price changes at least sixty(60)days prior to those changes taking effect. This request must be accompanied by a certified letter from the Proposer's supplier showing the price increase to the contractor.The price increase to the County shall be limited to the percentage increase to the Proposer as stated in this letter. If,at the point of exercising the price escalation provision,market media indicators show that the prices have decreased,and that the Proposer has not passed the decrease on to the County,the County reserves the right to place the Proposer in default,cancel the contract,and remove the Proposer from the County's proposer list for a period of time deemed suitable to the County. Pagel 01 of 1076 Attachment H - Scope of Services Response Form 2016 YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Invoicing: The Proposer shall furnish the County complete itemized invoices for the goods received. Invoices are to reflect the prices stipulated on the purchase order and as outlined on the Medical Supply Discount Off List and Pricing Worksheet(Attachment A). Invoices are x also to reflect the provisional price discount in the form of a percentage at which the Proposer will sell these items off its list price. The County will not accept an aggregate invoice. As part of the award process,the County may request a sample invoice. Invoices shall contain, but not limited to the following information: • Invoice number • Company name • Purchase order number • location and dates of delivery • Cost of items as stated on Proposal Response and extended price to reflect total cost for number of items received. Prompt Payment Act: The Proposer agrees to accept payment per the terms of the Florida Local Government Prompt Payment Act. x Normal processing time is approximately 30 days from presentation of the invoice. Ordering: Proposers will provide web-based online ordering website designed specifically for service. X Disaster Recovery: Proposers have a proven Disaster Support Program in place and can demonstrate previous experience in disaster recovery supply chain management and shall x provide the County with emergency numbers for these situations.These numbers will be updated immediately if the contact number changes. Page 102 of 1076 Attachment H - Scope of Services Response Form 2016 YES NO YES SERVICE REQUIREMENT can cannot Can comply, comply comply but with specified deviations (please detail deviations below) Indemnification and Insurance Requirements: The Proposer can comply with the insurance requirements outlined in Attachment I to the RFP,or has submitted a Request for Waiver(also found in " Attachment 1). Also,the Proposer can comply with the indemnification and hold harmless requirements(also found in Attachment 1). Page 103 of 1076 i DATE(MWDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 01/13/2017 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(les)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 LD certificate does not confer rights to the certificate holder in lieu of such endorsement(s). tv PRODUCER CONTACTNAME: Aon Risk services Northeast, Inc. PHONE FAX Columbus OH Office (A/C.No.EM): (866) 283-7122 AlC.No.; (800) 363-0105 445 Hutchinson Avenue E-MAIL 6 Suite 900 ADDRESS: _ Columbus OH 43235 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Fire insurance Co. 19682 Sarnova, Inc., Bound Tree Medical, LLC INSURER B: Hartford Casualty Insurance Co 29424 5000 Tuttle Crossing Blvd. Dublin OH 43016 USA INSURER C: sentinel Insurance Company, Ltd 11000 INSURER D: Medmarc casualty Ins Co 22241 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570065283042 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYW MMIDD LIMITS A X COMMERCIALGENERALLIABILITY UUNVG3435 1ZIOlIZO17 EACH OCCURRENCE $1,000,000 CLAIMS-MADE —1 OCCUR DAMAGE TO nR= 5300,000 PREMISES Ea occurrence MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 ro POLICY ❑X PRO- JECT O LOC PRODUCTS-COMP/OPAGG Excluded ui OTHER: o n CY 33 UUN VG3435 12/01/2016 12/01/2017 COMBINED SINGLE LIMIT `O AUTOMOBILE LIABILITY S1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) O 2 OWNED SCHEDULED BODILY INJURY(Per accident) d AUTOS HIRED AUOTOSY NON-OWNED PRO='D AMAGE V ONLY AUTOS ONLY Per d B X UMBRELLALIAB TOCCIMUR 33RHUVG1892 12/01/2016 12/01/2017 EACH OCCURRENCE 510,000,000 L) EXCESS LIAB MADE AGGREGATE $10,000,000 DED I X RETENTION$10,000 WORKERS COMPENSATION AND PER STATUTEOTH- EMPLOYERS'LIABILITY YIN ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? ❑NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT _ D Products Liab 160H380015 12/01/2016 12/01/2017 Aggregate Limit $10,000,000 claims Made SIR Aggregate $150,000 SIR applies per policy ter s & conditions Per OCC Limit $10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached ff more space is required) Re: Account No. 104754. Monroe County BOCC is included as Additional insured in accordance with the policy provisions of the General Liability and Auto Liability policies. kk GEMENTtI DA WAIVER N/A YES„ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe county BOCC AUTHORIZED REPRESENTATIVE - 1111 12th St. Suite 408 Key west FL 33040 USA e�Gxon i �Gw7V6 c//fe.�edc.//o �lnelci46✓>� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 104 of 1076 AGENCY CUSTOMER ID: 570000037575 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Northeast, Inc. Sarnova, Inc., Bound Tree Medical, LLC POLICY NUMBER See Certificate Number: 570065283042 CARRIER NAIC CODE See Certificate Number: 570065283042 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR POLICY POLICY ADDL SUBR POLICY NUMBER LIMITS LTR TYPE OF INSURANCE INSD WVD EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) OTHER D Products Liab 160H380015 12/01/2016 12/01/2017 SIR Per 550,000 claims Made Occurrence SIR applies per policy to ms & conditions ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Page 105 of 1076 AGENCY CUSTOMER ID.SARNINC-01 BDICKSON LOC#: A O' ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Sanova,Inc.Bound Tree Medical,LLChom son Flanagan Executive Liability Group 5000 Tuttle Crossing Blvd. POLICY NUMBER P.O.Box 8023 EE PAGE 1 Dublin,OH 43016 CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE: EE PA E 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insureds 1.Sarnova,Inc. FEIN:262386055 2.Bound Tree Medical Products,Inc. FEIN:731646550 3.Tri-Anim Health Services, Inc. FEIN:952959155 4.Bound Tree Medical, LLC FEIN: 311739487 5.Sarnova HC LLC FEIN:262549813 6.Emergency Medical Products Inc. FEIN:391164909 7.Cardiovascular Concepts,Inc. FEIN:751835412 E i t ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 106 of 1076 6.F. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-050-Authorize the City Manager to sign two 60-month agreements for the purchase of WAN network connectivity services and Internet services and one 36-month agreement for the purchase of WAN network connectivity services from Comcast Business Communications, LLC for $2,590.28 a month, utilizing the General Services Administration (GSA) contract#GS-35F-184BA. The City is allowed to purchase from this GSA contract. EXPLANATION OF REQUEST: The City currently uses Comcast Business Communications, LLC to provide WAN network connectivity services between City buildings and Internet access at Fire Station #5 and the Library. The Internet access for Fire Station #5 was approved by the City Commission on February 6, 2018 (Resolution R18-020) in the amount of $9,000 a year. The WAN network connectivity services was approved by the City Commission on February 20, 2018 (Resolution R18-032) and then amended to add additional WAN network connectivity services locations and Internet access for the Library on April 17, 2018 (Resolution R18-061) in the amount of$96,000 a year. The Sara Sims Park re-modeling project and Town Square projects now require the City to add additional WAN network connectivity services and Internet access services to these locations. Once approved these new WAN network connectivity services and Internet services will take 6 to 8 months to install. Sara Sims Park 234 NW 10th Ave WAN network services—20Mbps $ 292.50 City Hall 100 E Ocean Ave WAN network services—400Mbps $1,310.48 City Hall/Library 100 E Ocean Ave Internet access service—200Mbps $ 987.30 In addition, to the new services the I.T.S. Department is requesting an increase in funding for Comcast Business Communications, LLC from $105,000 a year to $124,000 for fiscal year 2018/2019 and $186,300 for the remaining years of the agreements. This is needed to cover the new services and non-exempt taxes and fees that are not included on the quotes. The General Services Administration (GSA) contract complies with the City of Boynton Beach's competitive bid requirements. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The addition of these new WAN network connectivity services and Internet access services will allow the Sara Sims Park and City Hall (Town Square) locations to communicate with the City network services to include file shares, printing, W i-Fi, Internet, etc. FISCAL IMPACT: Budgeted Funding was approved and is available in the I.T.S. Department budget for fiscal year 2018/19 under account number 001-1510-513.41-10 for an amount not to exceed $124,000. ALTERNATIVES: There are no alternatives since the City uses Comcast Business Communications, LLC for all connectivity services. Changing vendors would require additional circuits. Page 107 of 1076 STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution approving Comcast WAN Agreements D Agreement Comcast ENS ® Sara Sims Park D Agreement Comcast ENS ® City Hall (Town Square) D Agreement crate Agreement® City Library D Agreement Comcast EDI ® City Hall (Town Square) D Other GSA Contract Information Page 108 of 1076 1 RESOLUTION NO. R19- 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING AND AUTHORIZING THE CITY 6 MANAGER TO SIGN TWO 60-MONTH AGREEMENTS FOR THE 7 PURCHASE OF WAN NETWORK CONNECTIVITY SERVICES 8 AND INTERNET SERVICES AND ONE 36-MONTH AGREEMENT 9 FOR THE PURCHASE OF WAN NETWORK CONNECTIVITY 10 SERVICES FROM COMCAST BUSINESS COMMUNICATIONS, 11 LLC FOR $2,590.28 A MONTH, UTILIZING THE GENERAL 12 SERVICES ADMINISTRATION (GSA) CONTRACT # GS-35F- 13 184BA; AND PROVIDING AN EFFECTIVE DATE. 14 15 16 WHEREAS, the City currently uses Comcast Business Communications, LLC., to 17 provide WAN network connectivity services between City buildings and Internet access at 18 Fire Station 45 and the Library; and 19 WHEREAS, the Sara Sims Park re-modeling project and Town Square projects now 20 require the City to add additional WAN network connectivity services and Internet access 21 services to these locations which will take 6 to 8 months to install; and 22 WHEREAS, the ITS Department is requesting an increase in funding for Comcast 23 Business Communications,LLC.,from $105,000 a year to$124,000 for fiscal year 2018/2019 24 and $186,300 for the remaining years of the Agreements as this is needed to cover the new 25 services and non-exempt taxes and fees that are not included on the quotes; and 26 WHEREAS, the City Commission of the City of Boynton Beach, Florida , upon the 27 recommendation of staff, deems it to be in the best interests of the City residents to approve 28 and authorize the City Manager to sign two 60-month Agreements for the purchase of WAN 29 network connectivity services and Internet services and a 36 month Agreement for the 30 purchase of WAN network connectivity services from Comcast Business Communications, 31 LLC, for $2,590.28 per month utilizing the General Services Administration (GSA) contract 32 4GS-35F184BA and to increase the funding for Comcast Business Communications to 33 $124,000 for fiscal year 2018/2019 and $186,300 for the remaining years of the Agreements. S:ACA\RESO\Agreements\Comcast Business Communications WAN Agreement(2019)1-Reso.docx Page 109 of 1076 34 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 35 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 36 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 37 being true and correct and are hereby made a specific part of this Resolution upon adoption 38 hereof. 39 Section 2. The City Commission hereby approves and authorizes the City 40 Manager to sign two 60-month Agreements for the purchase of WAN network connectivity 41 services and Internet services and a 36 month Agreement for the purchase of WAN network 42 connectivity services from Comcast Business Communications, LLC, for $2,590.28 per 43 month utilizing the General Services Administration (GSA) contract 4GS-35F184BA and to 44 increase the funding for Comcast Business Communications to $124,000 for fiscal year 45 2018/2019 and $186,300 for the remaining years of the Agreements, copies of which 46 Agreements are attached hereto as Composite Exhibit"A." 47 Section 3. This Resolution shall become effective immediately upon passage. 48 PASSED AND ADOPTED this day of May, 2019. 49 CITY OF BOYNTON BEACH, FLORIDA 50 51 YES NO 52 Mayor— Steven B. Grant 53 54 Vice Mayor—Justin Katz 55 56 Commissioner—Mack McCray 57 58 Commissioner—Christina L. Romelus 59 60 Commissioner—Ty Penserga 61 62 ATTEST: VOTE 63 64 65 Judith A. Pyle, CMC 66 City Clerk 67 (Corporate Seal) S:ACA\RESO\Agreements\Comcast Business Communications WAN Agreement(2019)1-Reso.docx Page 110 of 1076 COMCAST BUSINESS COMCAST ENTERPRISE SERVICES SALES ORDER FORM Account Name:City of Boynton Beach MSA ID#:FI-4858162-CMunr SO ID#:FI-4858162-CMunr-13729399 Primary Contact: Charles Stevens City:Boynton Beach Phone:(561)742-6079 Title: State:FL Cell: Address 1: 100 E Boynton Beach Blvd Zip:33435 Fax: Address 2: Allowable Contract Date: Email:stevensc@bbfl.us Contract Generated Date:04/09/2019 t " Service Term(Months):136 SUMMARY OF SERVICE CHARGES* SUMMARY OF STANDARD INSTALLATION FEES Total Ethernet Monthly Recurring Charges: $292.50 Total Ethernet Standard Installation Fees*: $0.00 Total Trunk Services Monthly Recurring Charges: $0.00 Total Trunk Services Standard Installation Fees: $0.00 Total Off-Net Monthly Recurring Charges: $0.00 Total Off-Net Standard Installation Fees: $0.00 Total Monthly Recurring Charges(all Services): $292.50 Total Standard Installation Fees(all Services): $0.00 SUMMARY OF CUSTOM INSTALLATION FEES Total Custom Installation Fee: $0.00 Amortized Custom Installation Fee $0.00 SUMMARY OF EQUIPMENT FEES Total Monthly Recurring Ethernet Equipment Fees: $0.00 Total Monthly Recurring Trunk Services Equipment Fees: $0.00 Total Monthly Recurring Equipment Fees(all Services): $0.00 *Note: Charges identified in the Service Order are exclusive of maintenance and repair charges,and applicable federal,state,and local taxes,USF fees,surcharges and recoupments(however designated). Please refer to your Comcast Enterprise Services Master Services Agreement(MSA)for specific detail regarding such charges.Customer shall pay Comcast one hundred percent(100%)of the non-amortized Custom Installation Fee prior to the installation of Service. i ( This Comcast Enterprise Services Sales Order Form("Sales Order")shall be effective upon acceptance by Comcast.This Sales Order is made a part of the Comcast Enterprise Services Master Services Agreement, entered between Comcast and the undersigned and is subject to the Product Specific Attachment for the Service(s)ordered herein,located at https://business.comcast.com/terms-conditions-ent,(the"Agreement"). Unless otherwise indicated herein,capitalized words shall have the same meaning as in the Agreement. E911 NOTICE Comcast Business Class Trunking Service may have the E911 limitations specified below: •The National Emergency Number Association(NENA),a 911 industry organization that makes recommendations for standardized services relating to E911,has issued guidelines that state"The PBX owner is responsible for creating customer records,preferably in NENA standard format,that identify caller locations." To facilitate Customer's compliance with these guidelines and with associated state and local requirements related to provision of Automatic Location Information(ALI)for E911 services,Comcast offers two options: a.Comcast will send to the ALI database or Subscriber Location Database(SLDB)the main billing telephone number and the main address provided by Customer,or b.Customer may choose to sign up for up to 10 Emergency Location Information Numbers(ELINs)that Customer could assign to zones within Customer's premises that would be separately identified to the E911 call taker.The location information,such as a specific floor,side of a building,or other identifying information,could assist emergency responders to more quickly reach the appropriate location. Customer is solely responsible for programming it's PBX system to map each station to one of these numbers,and for updating the system as necessary to reflect moves or additions of stations within the premises. Comcast will send the assigned ELINs to the ALI or SLDB database,as is appropriate. •Many jurisdictions require businesses using multi-line telephone systems to program their systems to transmit specific location information for 911 calls. Customer bears sole responsibility to ensure that it identifies and complies with all such requirements. In any event,if Customer does not maintain E911 records in a timely and accurate manner,the E911 call taker may not receive proper location information,and emergency responders may be delayed or even prevented from timely reaching the callers location. •Battery Back Up-The Integrated Access Device(IAD)provided by Comcast is not equipped with battery backup. It is Customer's responsibility to ensure adequate back-up power is provided to ensure service continuity during a power outage,as employees would otherwise be unable to use the Services,including dialing 9-1-1,when power is unavailable. •Calls using the Service,including calls to 911,may not be completed if there is a problem with network facilities,including network congestion,network/equipment/power failure,or another technical problem. •All questions should be directed to 1-800-391-3000.E911 Service,Private Branch Exchange,and Direct Inward Dial Service. By signing below,Customer acknowledges,agrees to and accepts the terms and conditions of this Sales Order. Signature: Signature: Sales Rep: David Ingber Name: Name: Sales Rep E-Mail: david_ingber@comcast.com Title: Title: Region: Florida Date: Date: Division: Central Page 111 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS ETHERNET SERVICES AND PRICING Account Name: City of Boynton Beach Date: April 09,2019 MSA ID#: FI-4858162-CMun r= SO ID#: FI-4858162-CMun Short Description of Service:F Service Term(Months): 36 Solution Charaes t }Iji 44 234 NW 10TH AVE-City of 1 New Add EN110100 Port Boynton Beach South Florida $58.50 $0.00 234 NW 10TH AVE 234 NW 10TH AVE-City of 2 New Add ENS-BASIC-20 20 Mbps Boynton Beach See Matrix Interstate $234.00 $0.00 234 NW 10TH AVE 234 NW 10TH Equipment AVE-City of 3 New Add EQP FEE Fee Boynton Beach $0.00 $0.00 234 NW 10TH AVE Service Chames Services Location Details attached l ta $29250 —Performance Tier Matrix Attached (For On-Net to On-Net or On-Net to Off-Net) ToEauipment Fees $0.00 1 1 $0.00 1 1 Page 112 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS SERVICE LOCATION DETAIL INFORMATION ,. Account Narne:�City of Boynton Beach MSA ID#:�FI-4858162-CMunr SO lD#. FI-4858162-CMunr-13729April 09, 399 Date: 2019 1 161, URI, I tf f. t � �r � � k III ii!,ia 234 NW 10TH AVE-City of 234NW10TH BOYNTON Charles Boynton AVE BEACH FL 33435 Stevens (561)742-6092 stevensc@bbfl.us Yes No Beach Page 113 of 1076 Comcast Enterprise Services Sales Order Form Ethernet Transport Services PeFfWmance Tier[PT)Matrix Augusta GA(AUG) PT1 PT3 PT3 PT4 PT2 PT3 PT3 PT3 PT3 PT2 P73 PT3 PT3 PT3 PT3 PT3 PT2 PT3 P73 PT2 PT3 PT2 PT4 PT4 PT2 PT3 P72 PT2 PT3 PT4 PT3 PT3 Central&Western PA(PA) PT3 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT2 PT3 PT3 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT3 PT4 PT2 Central Arkansas(CAR) PT3 PT3 PTI PT3 PT2 PT2 PT2 PT3 Pia PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Central Ncw Mexico(ONM) PT4 PT3 PT3 PT1 PT3 PT2 PT2 PT4 Pia PT3 PT4 PT3 PT3 FM PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT4 Coastal Georgia(CGA) PT2 PT3 PT2 PT3 Pit Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT2 PT2 PT2 PT3 PT4 PT3 Colorado(CO) PT3 PT3 PT2 PT2 PT3 PTI PT2 PT4 Pia PT3 PT3 PT2 PT3 PT2 PT2 PT2 Pia PT2 P73 PT3 PT2 PT3 PT2 PT3 Pia PT2 P73 PT3 PT3 PT2 PT3 PT3 Gallas(Oal) PT3 PT3 PT2 PT2 PT3 Pit PT1 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT2 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Eastern Tennessee(ETN) PT3 PT3 PT3 PT4 PT3 Pio PT3 Pit Pia PT2 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT4 PT4 PT4 Florida Panhandle(FPA) PT3 PT3 PT3 PT3 PT2 PT3 PT2 PT3 PT1 PT2 PT3 PT2 PT3 FM PT3 PT3 PT2 PT3 PT3 PT2 PT3 PT2 PT3 PT4 PT2 PT4 PT2 PT2 PT3 PT3 PT4 PT3 Greater Atlanta(ATL) PT2 PT2 PT2 PT3 PT2 Pia PT2 PT2 Pit PT1 P73 PT2 PT2 P72 PT3 PT2 Pit PT2 PT2 PT2 PT3 P72 PT3 PT3 Pit PT3 PT2 PT2 PT2 P73 PT3 PT3 Greater Boston(BOS) PT3 PT2 PT3 PT4 PT3 Pia PT3 PTL Pia PT3 PTI PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT3 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PTL PT4 PT1 Greater Chicago(CHI) PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pit PT2 PT2 PT1 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT2 PT3 PT3 PT3 PT3 PT2 Greater Phil.&Nm Jersey(PHL) PT3 PT2 Fi3 PT3 PT3 Pia PT3 PT3 Pia PT2 Fit PT2 PT1 PT3 PT3 PT2 Pia PT2 Fit PT2 PT3 PT3 PT4 PT4 Pia PT4 Fi3 PT3 PT3 PT3 PT4 PT2 Houston(HOU) PT3 PT3 PT2 PT3 PT3 Pit PT2 PT3 Pia PT2 PT3 PT2 PT3 PTI PT3 PT2 Pit PT3 PT3 PT2 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT2 PT3 PT3 PT3 Independence(INOP) PT3 PT3 T3PT3 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT1 PT2 PT3 PT2 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 Indiana(IND) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 PT2 PT2 PT2 PT2 PT2 Pit Pit PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT2 Jacksonville[JAC) PT2 PT3 PT1 Pia PT3 PT3 Pit PT2 PT3 PT2 PT3 PT2 PT3 PT2 PTI PT3 PT3 PT2 PT3 PT2 PT4 PTd PT2 PT4 PT3 PT2 PT3 PT3 PT4 PT3Michigan(MI) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 Fit PT2 PT2 PT3 PT2 PT2 Pia Fit Fit PT2 PT2 PT3 PT3 PT3 Pia PT3 Fi3 PT3 PT3 PT3 PT3 PT2 Mid-Atlantic(MAT) PT3 PT2 PT3 Pia PT3 PT3 Pia PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PTI PT2 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PT3 PT4 PT2 Middk Tennessee(MTN) PT2 PT2 PT2 PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT1 PT2 PT2 PT3 PT3 PT2 PT3 PTI PT3 PT3 PT3 PT3 PT3 Mi—,on(MN) PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT2 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT3 Northern AL(NAL) PT2 PT3 PT2 PT3 PT2 Pia PT2 PT2 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT3 PTI PT4 PT4 Pia PT4 PT2 PT2 PT2 PT3 PT4 PT3 Northern CA(NCA) PT4 PT4 PT3 PT3 PT4 PT2 PT3 PT4 Pia PT3 PT4 PT3 PT4 FM PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT1 PT2 Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 Oregon&SW Washington(OR) PT4 PT4 PT3 PT3 PT4 Pia PT3 PT4 PT4 PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT2 Pit Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 South Florida(SFL) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT3 PT3 P1-2 PT3 PT3 PT2 PT3 PT3 PT4 PT4 PTI PT4 PT3 PT2 PT3 PT3 PT4 PT3 Southern California(SCA) PT3 PT4 Fi3 PT3 PT4 Pit PT3 PT4 Pio PT3 Fi4 PT3 PT4 P73 PT3 PT3 Pio PT3 Fi4 PT3 PT3 P74 PT2 PT2 Pio Fit Fi4 PT4 PT3 P72 PT2 PT4 South—TN&North GA(STN) PT2 PT2 PT2 PT3 PT2 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT2 PT4 PT4 PT3 PT4 PTI PT3 PT2 PT3 PT4 PT3 Southwest Florida(SWF) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT3 PTI PT3 PT3 PT4 PT3 SW TN&Northern MS(SWT) PT3 PT3 PT2 PT3 PT2 PT3 PT2 PT3 PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P73 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P72 PT3 PT1 PT3 PT3 PT3 Utah(UT) PT4 PT3 PT3 PT3 PT3 Pit PT3 PT4 PT3 PT3 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT3 PT3 PTI PT2 PT4 Washington(WA) PT3 PT4 PT3 PT3 PT4 Pia PT3 PT4 Pio PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PTS PT3 PT3 PTS PT PT2 Pid PT2 PTL PTL PT3 PT2 PTi PTd Western Nm England(WNE) PT3 PT2 PT3 PT4 PT3 Pia PT3 PT4 Pia PT3 PT1 PT2 PT2 PT3 PT3 PT2 Pia PT2 FF21 FF31 PT3 PT3 PT4 PTd Pia PT4 PT3 PT3 PT3 PT4 PT4 Pit BUSINESSzC LAW--if Page 114 of 1076 COMCAST BUSINESS COMCAST ENTERPRISE SERVICES SALES ORDER FORM Account Name:City of Boynton Beach MSA ID#:FI-4858162-CMunr SO ID#:FI-4858162-CMunr-13881152 Primary Contact: Charles Stevens City:Boynton Beach Phone:(561)742-6079 Title: State:FL Cell: Address 1: 100 E Boynton Beach Blvd Zip:33435 Fax: Address 2: Allowable Contract Date: Email:stevensc@bbfl.us Contract Generated Date:04/09/2019 t " Service Term(Months):160 SUMMARY OF SERVICE CHARGES* SUMMARY OF STANDARD INSTALLATION FEES Total Ethernet Monthly Recurring Charges: $1,310.48 Total Ethernet Standard Installation Fees*: $0.00 Total Trunk Services Monthly Recurring Charges: $0.00 Total Trunk Services Standard Installation Fees: $0.00 Total Off-Net Monthly Recurring Charges: $0.00 Total Off-Net Standard Installation Fees: $0.00 Total Monthly Recurring Charges(all Services): $1,310.48 Total Standard Installation Fees(all Services): $0.00 SUMMARY OF CUSTOM INSTALLATION FEES Total Custom Installation Fee: $0.00 Amortized Custom Installation Fee $0.00 SUMMARY OF EQUIPMENT FEES Total Monthly Recurring Ethernet Equipment Fees: $0.00 Total Monthly Recurring Trunk Services Equipment Fees: $0.00 Total Monthly Recurring Equipment Fees(all Services): $0.00 *Note: Charges identified in the Service Order are exclusive of maintenance and repair charges,and applicable federal,state,and local taxes,USF fees,surcharges and recoupments(however designated). Please refer to your Comcast Enterprise Services Master Services Agreement(MSA)for specific detail regarding such charges.Customer shall pay Comcast one hundred percent(100%)of the non-amortized Custom Installation Fee prior to the installation of Service. i ( This Comcast Enterprise Services Sales Order Form("Sales Order")shall be effective upon acceptance by Comcast.This Sales Order is made a part of the Comcast Enterprise Services Master Services Agreement, entered between Comcast and the undersigned and is subject to the Product Specific Attachment for the Service(s)ordered herein,located at https://business.comcast.com/terms-conditions-ent,(the"Agreement"). Unless otherwise indicated herein,capitalized words shall have the same meaning as in the Agreement. E911 NOTICE Comcast Business Class Trunking Service may have the E911 limitations specified below: •The National Emergency Number Association(NENA),a 911 industry organization that makes recommendations for standardized services relating to E911,has issued guidelines that state"The PBX owner is responsible for creating customer records,preferably in NENA standard format,that identify caller locations." To facilitate Customer's compliance with these guidelines and with associated state and local requirements related to provision of Automatic Location Information(ALI)for E911 services,Comcast offers two options: a.Comcast will send to the ALI database or Subscriber Location Database(SLDB)the main billing telephone number and the main address provided by Customer,or b.Customer may choose to sign up for up to 10 Emergency Location Information Numbers(ELINs)that Customer could assign to zones within Customer's premises that would be separately identified to the E911 call taker.The location information,such as a specific floor,side of a building,or other identifying information,could assist emergency responders to more quickly reach the appropriate location. Customer is solely responsible for programming it's PBX system to map each station to one of these numbers,and for updating the system as necessary to reflect moves or additions of stations within the premises. Comcast will send the assigned ELINs to the ALI or SLDB database,as is appropriate. •Many jurisdictions require businesses using multi-line telephone systems to program their systems to transmit specific location information for 911 calls. Customer bears sole responsibility to ensure that it identifies and complies with all such requirements. In any event,if Customer does not maintain E911 records in a timely and accurate manner,the E911 call taker may not receive proper location information,and emergency responders may be delayed or even prevented from timely reaching the callers location. •Battery Back Up-The Integrated Access Device(IAD)provided by Comcast is not equipped with battery backup. It is Customer's responsibility to ensure adequate back-up power is provided to ensure service continuity during a power outage,as employees would otherwise be unable to use the Services,including dialing 9-1-1,when power is unavailable. •Calls using the Service,including calls to 911,may not be completed if there is a problem with network facilities,including network congestion,network/equipment/power failure,or another technical problem. •All questions should be directed to 1-800-391-3000.E911 Service,Private Branch Exchange,and Direct Inward Dial Service. By signing below,Customer acknowledges,agrees to and accepts the terms and conditions of this Sales Order. Signature: Signature: Sales Rep: David Ingber Name: Name: Sales Rep E-Mail: david_ingber@comcast.com Title: Title: Region: Florida Date: Date: Division: Central Page 115 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS ETHERNET SERVICES AND PRICING Account Name: City of Boynton Beach Date: April 09,2019 MSA ID#: FI-4858162-CMun r= SO ID#: FI-4858162-CMun Short Description of Service:F Service Term(Months): 60 Solution Charaes t }Iji 44 100 E OCEAN AVE PATH A 1 New Add ENIGIGE Port City of Boynton South Florida $200.90 $0.00 Beach 100 E OCEAN AVE 100 E OCEAN AVE PATH A 2 New Add ENS-BASIC-400 400 Mbps City of Boynton See Matrix Interstate $454.34 $0.00 Beach 100 E OCEAN AVE 100 E OCEAN AVE PATH A 3 New Add EQP FEE Equipment City of Boynton $0.00 $0.00 Fee Beach 100 E OCEAN AVE 100 E.OCEAN AVE-PATH B- 4 New Add ENIGIGE Port City of Boynton South Florida $200.90 $0.00 Beach 100 E.OCEAN BLVD-PATH B 100 E.OCEAN AVE-PATH B- 5 New Add ENS-BASIC-400 400 Mbps City of Boynton See Matrix Interstate $454.34 $0.00 Beach 100 E.OCEAN BLVD-PATH B 100 E.OCEAN AVE-PATH B- 6 New Add EQP FEE Equipment City of Boynton $0.00 $0.00 Fee Beach 100 E.OCEAN BLVD-PATH B Service Charges Services Location Details attached —Performance Tier Matrix Attached (For On-Net to On-Net or On-Net to Off-Net) Total 12a,141no,4Fees $000 $0.00 Page 116 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS SERVICE LOCATION DETAIL INFORMATION ,. Account Narne:�City of Boynton Beach MSA ID#:�FI-4858162-CMunr SO lD#. FI-4858162-CMunr-138April 09, 81152 Date: 2019 1 161, URI, I tf f. t � �r � � k III ii!,ia 100 E OCEAN AVE 100 E OCEAN BOYNTON Charles 1 PATH A City AVE BEACH FL 33435 Stevens (561)742-6092 stevensc@bbfl.us Yes No of Boynton Beach 100 E. OCEAN AVE-100 E.OCEAN BOYNTON Charles 2 PATH B-City BLVD-PATH B BEACH FL 33435 Stevens (561)742-6092 stevensc@bbfl.us Yes No of Boynton Beach Page 117 of 1076 Comcast Enterprise Services Sales Order Form Ethernet Transport Services PeFfWmance Tier[PT)Matrix Augusta GA(AUG) PT1 PT3 PT3 PT4 PT2 PT3 PT3 PT3 PT3 PT2 P73 PT3 PT3 PT3 PT3 PT3 PT2 PT3 P73 PT2 PT3 PT2 PT4 PT4 PT2 PT3 P72 PT2 PT3 PT4 PT3 PT3 Central&Western PA(PA) PT3 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT2 PT3 PT3 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT3 PT4 PT2 Central Arkansas(CAR) PT3 PT3 PTI PT3 PT2 PT2 PT2 PT3 Pia PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Central Ncw Mexico(ONM) PT4 PT3 PT3 PT1 PT3 PT2 PT2 PT4 Pia PT3 PT4 PT3 PT3 FM PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT4 Coastal Georgia(CGA) PT2 PT3 PT2 PT3 Pit Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT2 PT2 PT2 PT3 PT4 PT3 Colorado(CO) PT3 PT3 PT2 PT2 PT3 PTI PT2 PT4 Pia PT3 PT3 PT2 PT3 PT2 PT2 PT2 Pia PT2 P73 PT3 PT2 PT3 PT2 PT3 Pia PT2 P73 PT3 PT3 PT2 PT3 PT3 Gallas(Oal) PT3 PT3 PT2 PT2 PT3 Pit PT1 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT2 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Eastern Tennessee(ETN) PT3 PT3 PT3 PT4 PT3 Pio PT3 Pit Pia PT2 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT4 PT4 PT4 Florida Panhandle(FPA) PT3 PT3 PT3 PT3 PT2 PT3 PT2 PT3 PT1 PT2 PT3 PT2 PT3 FM PT3 PT3 PT2 PT3 PT3 PT2 PT3 PT2 PT3 PT4 PT2 PT4 PT2 PT2 PT3 PT3 PT4 PT3 Greater Atlanta(ATL) PT2 PT2 PT2 PT3 PT2 Pia PT2 PT2 Pit PT1 P73 PT2 PT2 P72 PT3 PT2 Pit PT2 PT2 PT2 PT3 P72 PT3 PT3 Pit PT3 PT2 PT2 PT2 P73 PT3 PT3 Greater Boston(BOS) PT3 PT2 PT3 PT4 PT3 Pia PT3 PTL Pia PT3 PTI PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT3 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PTL PT4 PT1 Greater Chicago(CHI) PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pit PT2 PT2 PT1 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT2 PT3 PT3 PT3 PT3 PT2 Greater Phil.&Nm Jersey(PHL) PT3 PT2 Fi3 PT3 PT3 Pia PT3 PT3 Pia PT2 Fit PT2 PT1 PT3 PT3 PT2 Pia PT2 Fit PT2 PT3 PT3 PT4 PT4 Pia PT4 Fi3 PT3 PT3 PT3 PT4 PT2 Houston(HOU) PT3 PT3 PT2 PT3 PT3 Pit PT2 PT3 Pia PT2 PT3 PT2 PT3 PTI PT3 PT2 Pit PT3 PT3 PT2 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT2 PT3 PT3 PT3 Independence(INOP) PT3 PT3 T3PT3 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT1 PT2 PT3 PT2 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 Indiana(IND) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 PT2 PT2 PT2 PT2 PT2 Pit Pit PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT2 Jacksonville[JAC) PT2 PT3 PT1 Pia PT3 PT3 Pit PT2 PT3 PT2 PT3 PT2 PT3 PT2 PTI PT3 PT3 PT2 PT3 PT2 PT4 PTd PT2 PT4 PT3 PT2 PT3 PT3 PT4 PT3Michigan(MI) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 Fit PT2 PT2 PT3 PT2 PT2 Pia Fit Fit PT2 PT2 PT3 PT3 PT3 Pia PT3 Fi3 PT3 PT3 PT3 PT3 PT2 Mid-Atlantic(MAT) PT3 PT2 PT3 Pia PT3 PT3 Pia PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PTI PT2 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PT3 PT4 PT2 Middk Tennessee(MTN) PT2 PT2 PT2 PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT1 PT2 PT2 PT3 PT3 PT2 PT3 PTI PT3 PT3 PT3 PT3 PT3 Mi—,on(MN) PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT2 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT3 Northern AL(NAL) PT2 PT3 PT2 PT3 PT2 Pia PT2 PT2 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT3 PTI PT4 PT4 Pia PT4 PT2 PT2 PT2 PT3 PT4 PT3 Northern CA(NCA) PT4 PT4 PT3 PT3 PT4 PT2 PT3 PT4 Pia PT3 PT4 PT3 PT4 FM PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT1 PT2 Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 Oregon&SW Washington(OR) PT4 PT4 PT3 PT3 PT4 Pia PT3 PT4 PT4 PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT2 Pit Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 South Florida(SFL) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT3 PT3 P1-2 PT3 PT3 PT2 PT3 PT3 PT4 PT4 PTI PT4 PT3 PT2 PT3 PT3 PT4 PT3 Southern California(SCA) PT3 PT4 Fi3 PT3 PT4 Pit PT3 PT4 Pio PT3 Fi4 PT3 PT4 P73 PT3 PT3 Pio PT3 Fi4 PT3 PT3 P74 PT2 PT2 Pio Fit Fi4 PT4 PT3 P72 PT2 PT4 South—TN&North GA(STN) PT2 PT2 PT2 PT3 PT2 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT2 PT4 PT4 PT3 PT4 PTI PT3 PT2 PT3 PT4 PT3 Southwest Florida(SWF) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT3 PTI PT3 PT3 PT4 PT3 SW TN&Northern MS(SWT) PT3 PT3 PT2 PT3 PT2 PT3 PT2 PT3 PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P73 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P72 PT3 PT1 PT3 PT3 PT3 Utah(UT) PT4 PT3 PT3 PT3 PT3 Pit PT3 PT4 PT3 PT3 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT3 PT3 PTI PT2 PT4 Washington(WA) PT3 PT4 PT3 PT3 PT4 Pia PT3 PT4 Pio PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PTS PT3 PT3 PTS PT PT2 Pid PT2 PTL PTL PT3 PT2 PTi PTd Western Nm England(WNE) PT3 PT2 PT3 PT4 PT3 Pia PT3 PT4 Pia PT3 PT1 PT2 PT2 PT3 PT3 PT2 Pia PT2 FF21 FF31 PT3 PT3 PT4 PTd Pia PT4 PT3 PT3 PT3 PT4 PT4 Pit BUSINESSzC LAW--if Page 118 of 1076 Service Agreement (E-Rate) This Service Agreement ("Agreement") is entered into on April 18, 2019 ("Effective Date") by and between Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself and its applicable operating affiliates and subsidiaries offering Service(s) as identified below, with offices located at 1701 JFK Blvd.,Philadelphia, PA 19103 and City of Boynton Beach Library ("Customer"), with offices located at 100 E Boynton Beach Blvd, Boynton Beach, FL 33435. Herein, the above shall be collectively referred to as"Parties"and individually as"Parry". This Agreement sets forth the terms and conditions under which Comcast Cable Communications Management,LLC and its applicable operating affiliates and subsidiaries (identified above, "Comcast") will provide communications and other Service(s) to the above Customer. This Agreement consists of this document("Service Agreement Cover Page"),the Comcast General Terms and Conditions for E-Rate("General Terms and Conditions"), Sales Order(s),the Product Specific Attachment(s)applicable to the ordered Service(s) ("PSA(s)"), and any written amendments to the Agreement and executed by both Parties, if any ("Amendment(s)"), collectively referred to as the"Agreement". In the event of an explicit inconsistency among these documents,precedence will be as follows: (1) Amendment(s), (2)PSA(s), (3) General Terms and Conditions, (4)this Service Agreement Cover Page, and (5) Sales Order(s). The PSA(s) are located at http://business.comcast.com/enterprise-terms-of-service/index.aspx (or any successor URL). Use of the Service(s) is also subject to the High-Speed Internet for Business Acceptable Use Policy ("AUP") located at http://work.comcast.net/legal/aup.asp (or any successor URL), and the High-Speed Internet for Business Privacy Policy ("Privacy Policy") located at http://work.comcast.net/legal/privacy.asp (or any successor URL). Comcast may update the PSA(s), AUP and Privacy Policy from time to time upon posting to the Website. This Agreement shall commence and become a legally binding agreement upon the mutual execution of this Service Agreement Cover Page by the Parties.The Agreement shall terminate as set forth in the General Terms and Conditions. All capitalized terms not defined on this Service Agreement Cover Page shall have the definitions given to them in the General Terms and Conditions. As set forth in the Sales Order(s)attached hereto,the following Services shall be provided to Customer by Comcast One(1)200 Mbps Ethernet Dedicated Internet("EDP') Service(s)circuit(s). Term(Months): Sixty(60) Agreement Number:FL-DIngbe-041819-KE-01/FY19 Non-Recurring Charges(NRC): $0.00 Monthly Recurring Charges(MRC): $987.30 Custom Installation Charge("CIC"): $0.00 Number of Service Location(s): One(1) Estimated Service Commencement Date: On or after July 1,2019 Notes/Comments: 1. E-Rate funding,if applicable,to be sought solely by Customer. 2. The Service(s)specified herein shall be provided by Comcast Business Communications,LLC. The Comcast Business Communications,LLC SPIN No.is 143003990. Sales Person: David In ber Telephone Number: (954)551-9368 Sales Director: Robert Patterson Telephone Number: (754)221-3121 Customer Contact: Charles Stevens Telephone Number: (561)742-6079 Customer,by signing below,agrees and accepts the terms and conditions of this Agreement. City of Boynton Beach Library Comcast Cable Communications Management,LLC Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: 1 of 9 V.112818 CONFIDENTIAL and PROPRIETARY KWE Page 119 of 1076 COMCAST ENTERPRISE SERVICES other form,or in such other manner,as may be agreed upon by GENERAL TERMS AND CONDITIONS FOR E-RATE the Parties. The initial Sales Order(s) is attached to this ("General Terms and Conditions") Agreement. All subsequent Sales Order(s) submitted under the Agreement shall have the same Service Term duration as ARTICLE 1: DEFINITIONS identified on the Service Agreement Cover Page. For purposes of these General Terms and Conditions, the Service(s): Service(s)provided by Comcast pursuant to a Sales following terms shall have the meanings specified below. Order(s). All Services provided under the Agreement are for Affiliate:With respect to each Party,any entity that controls,is commercial, non-residential use only. controlled by or is under common control with such,Party. Service Commencement Date: With respect to each Agreement:Collectively,these General Terms and Conditions, Service(s), "Service Commencement Date" shall have the the Service Agreement Cover Page executed by both Parties, meaning specified in the PSA(s)applicable to such Service(s), any applicable Product Specific Attachment(s) and each it being understood that a single Sales Order containing binding Sales Order(s). multiple Service Location(s) or Service(s) may have multiple Service Commencement Dates. Comcast: The operating Affiliate of Comcast Cable Communications Management,LLC that provides the Services. Service Location(s):The Customer location(s)where Comcast References to Comcast in Article 5 and Article 6 shall also provides the Services. include its Affiliates and their respective directors, officers, Service Term: As specified in a Sales Order(s),the duration of employees,agents,suppliers,licensors,successors,and assigns, time (which shall commence on the Service Commencement as the case may be. Date)for which Services are ordered. Comcast Equipment: Any and all facilities, equipment or Termination Charges: Charges that may be imposed by devices provided by Comcast or its authorized contractors at the Comcast upon early termination of a Service(s) as specified in Service Location(s) that are used to deliver the Services. the applicable PSA. Notwithstanding the foregoing,inside telephone wiring within a Service Location(s), whether or not installed by Comcast, Website: The Comcast website where the PSA(s),the Privacy shall not be considered Comcast Equipment. Policy and the Use Policies are posted.The current URL for the Website is https://business.comcast.com/tenns-conditions-ent Confidential Information: All information regarding either (as the same maybe updated by Comcast from time-to-time). Party's business which has been marked or is otherwise communicated as being "proprietary" or "confidential" or ARTICLE 2. DELIVERY OF SERVICE which reasonably should be known by the receiving Party to be proprietary or confidential information. Without limiting the 2.1 Orders. To request Service at a Service Location(s), foregoing, Confidential Information shall include, even if not Customer shall submit a properly completed Sales Order(s)to marked, the Agreement, all Licensed Software, promotional Comcast. Such Sales Order(s) shall become binding on the materials, proposals, quotes, rate information, discount Parkes upon the earlier of(i)Comcast's notice to Customer that information, subscriber information, network upgrade it accepts such Sales Order(s), (ii) Comcast begins providing information and schedules, network operation information the Service(s) described in the Sales Order(s) or(iii) Comcast (including without limitation information about outages and begins installation or construction for delivery of the Service(s). planned maintenance) and invoices, as well as the Parties' Each Sales Order(s) submitted by Customer may be subject to communications regarding such items. an engineering review which will determine whether and to what extent the Network must be extended,built or upgraded in Customer: The entity named on the Service Agreement Cover order to provide the ordered Service(s). Comcast will provide Page. Customer written notification in the event Service(s) installation at any Service Location(s)will require an additional Customer-Provided Equipment: Any and all facilities, non-recurring installation fee ("Custom Installation Fee" or equipment or devices supplied by a party other than Comcast or "Construction Charges"). Notwithstanding anything to the its authorized contractors for use in connection with the contrary contained in this Article 2.1, Customer shall have five Services. (5) days from receipt of such notice to reject the Custom Network: The Comcast Equipment, facilities, fiber optic or Installation Fee and terminate the ordered Services at the coaxial cable associated with electronics and other equipment affected Service Location(s). For certain Service(s), the used to provide the Services. Engineering Review will be conducted prior to Sales Order(s) submission. In such case, Customer shall be deemed to have Product Specific Attachment(s) or PSA(s): The additional accepted the designated Custom Installation Fee upon terms and conditions applicable to the Service(s). submission of the applicable Sales Order. Sales Order(s): A request to provide the Services to a Service 2.2 Access. In order to deliver Services to Customer, Location(s)submitted by Customer to Comcast on(a)the then- Comcast may require access, right-of-way, conduit, and/or current Comcast form designated for such purpose or(b) such common room space ("Access") within and/or outside each 2of9 V.112818 CONFIDENTIAL and PROPRIETARY Page 120 of 1076 Service Location(s). Within the Service Location(s), Customer B. Customer-Provided Equipment. Customer shall shall be solely responsible for securing and maintaining such have sole responsibility for providing maintenance, repair, Access as Comcast may require to deliver the Service(s). In the operation and replacement of all Customer-Provided event that Customer fails to secure or maintain such Access, Equipment, inside telephone wiring and other Customer Comcast(i)may cancel or terminate Service(s)at such Service equipment and facilities on the Customer's side of the Location(s) pursuant to Article 4.3 and (ii) shall be excused demarcation point(i.e.,the point of interconnection between the from its obligations with respect to the Service(s) at such Network and Customer-Provided Equipment located at a Service Location(s) (including any obligation to issue service Service Location(s)). Neither Comcast nor its employees, credits)until such time as Customer provides Comcast with the Affiliates,agents or contractors shall(i) have any obligation to necessary Access. If Comcast is unable to secure or maintain install, operate, or maintain Customer-Provided Equipment or Access outside a particular Service Location(s), which Access (ii) be liable for any damage,loss,or destruction to Customer- is needed to provide Service(s) to such Service Location(s), Provided Equipment, unless caused by the gross negligence or Customer or Comcast may cancel or terminate Service(s) at willful misconduct of Comcast Customer-Provided Equipment such Service Location(s), without further liability beyond the shall at all times be compatible with the Network. Customer termination date, upon a minimum thirty (30) days' prior shallbe responsible for the payment of service charges forvisits written notice to the other Party. by Comcast's employees or agents to a Service Location(s) 2.3 Hazardous Materials. If the presence of asbestos or When the service difficulty or trouble report results from other hazardous materials exists or is detected at a Service Customer-Provided Equipment. Location(s) or within the building where the Service 2.5 Network,Intellectual Property and IP Addresses. Location(s) is located, Comcast may immediately stop providing and/or installing Service(s) until such materials are A. The Network is and shall remain the property of removed. Customer shall be responsible for any additional Comcast regardless of whether installed within, upon, expense incurred by Comcast as a result of encountering, or in overhead, above, or underground at or near the Service the avoidance of,hazardous materials. Location and shall not be considered a fixture or an addition to the land or the Service Location(s) located thereon. Customer 2.4 Equipment agrees that it shall take no action that directly or indirectly A. Comcast Equipment. Comcast may, in its sole impairs Comcast's title to the Network, or any portion thereof, discretion, remove or change Comcast Equipment. Customer or exposes Comcast to any claim, lien, encumbrance, or legal shall not move, rearrange, disconnect, remove, attempt to process, except as otherwise agreed in writing by the parties. repair, or otherwise tamper with any Comcast Equipment or Nothing in this Agreement shall preclude Comcast from using permit others to do so,and shall not use the Comcast Equipment the Network for services provided to other Comcast customers. for any purpose other than as authorized by the Agreement. For a period of twelve (12) months following Comcast's Customer shall (i) provide an adequate environmentally discontinuance of Service to the Service Location(s), Comcast retains the right to remove the Network. controlled space and such electricity as may be required for To the extent Comcast installation, operation, and maintenance of the Comcast removes such portion of the Network it shall be responsible for Equipment and (ii) be responsible for damage to, or loss of, returning the Service Location(s) to its prior condition, Comcast Equipment caused by its acts or omissions,or by fire, reasonable wear and tear excepted. theft or other casualty at the Service Location(s),unless caused B. Customer acknowledges that use of the Services does by the gross negligence or willful misconduct of Comcast. not give it any ownership or other rights in any telephone Comcast shall maintain,at its cost, Comcast Equipment during number or Internet/online addresses provided in connection the term of this Agreement; provided, however, that such with such Services, including, but not limited to, Internet maintenance shall be at Customer's cost to the extent it is Protocol addresses,e-mail addresses and web addresses. related to causes other than the ordinary and proper use of the Comcast Equipment. Upon termination or expiration of this C. Title and intellectual property rights to(i)the Services Agreement and/or any Sales Order(s), Customer shall be and(ii)any computer software or code provided by Comcast to responsible for the return of all applicable Comcast Equipment. use the Services, including, but not limited to, associated Until such time as the Comcast Equipment is returned to documentation, and all updates thereto ("Licensed Software") Comcast, Comcast may continue to invoice Customer for the are, in each case, owned by Comcast, its agents, suppliers or monthly fee applicable to such Comcast Equipment. If any affiliates or their licensors or otherwise by the owners of such returned Comcast Equipment has been damaged and/or material. The copying, redistribution,bundling or publication destroyed other than by Comcast or its agents,normal wear and of the Services, in whole or in part, without the express prior tear excepted, Comcast may, in its sole discretion, invoice written consent of Comcast or other owner of such material,is Customer for the manufacturer's list price of such Comcast prohibited. Equipment or the cost of repair. D. The Agreement provides no right to use any Party's or its Affiliates' trademarks, service marks, or trade names, or to 3 of 9 V.112818 CONFIDENTIAL and PROPRIETARY Page 121 of 1076 otherwise refer to the other Party in any marketing, notice to cancel the applicable Service without further liability. promotional,or advertising materials or activities. Should Customer fail to cancel within such timeframe, 2.6 License Grant. If Customer requires the use of Customer shall be deemed to have accepted the modified Service pricing. Licensed Software from Comcast in order to use the Services, Customer shall have a nonexclusive, nontransferable, and C. Except to the extent Customer provides a valid tax limited license to use such Licensed Software in object code exemption certificate prior to the delivery of Service,Customer only and solely to the extent necessary to use the applicable shall be responsible for the payment of any and all applicable Service during the corresponding Service Term. Customer may local, state, and federal taxes or fees (however designated). not claim title to, or an ownership interest in, any Licensed Customer shall also be responsible to pay any Service fees, Software (or any derivations or improvements thereto), and payment obligations and taxes that become applicable Customer shall execute any documentation reasonably required retroactively. by Comcast, including, without limitation, end-user license agreements for the Licensed Software. Customer shall not: (i) 3.2 Payment Terms; se indicated copy the Licensed Software(or any upgrades thereto or related A. Except as otherwise icated herein or in a PSA, written materials)except for emergency back-up purposes or as Comcast will invoice Customer in advance on a monthly basis permitted by the express written consent of Comcast; (ii) for all monthly recurring charges and fees arising under the reverse engineer, decompile, or disassemble the Licensed Agreement. All other charges will be billed monthly in arrears, Software; (iii) sell, lease, license, or sublicense the Licensed including without limitation, certain usage based charges and Software; or (iv) create, write, or develop airy derivative third parry pass through fees.Payment is due upon presentation software or any other software program based on the Licensed of an invoice and will be considered timely made to Comcast if received within thirty (30) days a Software. Customer acknowledges that the use of Service may after the invoice date. If a periodically require updates and/or changes to the Licensed Service Commencement Date is not the first day of a billing Software resident in the Comcast Equipment or Customer period, Customer's first monthly invoice shall include any pro- Provided-Equipment. Customer hereby consents to, and shall rated charges for the Services, from the Service provide free access for, such updates deemed reasonably Commencement Date to the start of the next billing period. In necessary e Comcast. certain cases,Comcast may agree to provide billing services on behalf of third parties, as the agent of the third parry based on ARTICLE 3.BILLING AND PAYMENT Customer's agreements with such third parties ("Third Party 3.1 Charges; Changes to MRC; Taxes. Fees").Any such Third-Party Fees shall be payable pursuant to Customer's contract or other arrangement with such third parry A. Customer agrees to pay all charges associated with the and/or Comcast. Comcast shall not be responsible for any Services,including,but not limited to, (i) any fees or payment dispute regarding Third Party Fees. Partial payment of any bill obligations in connection with the Services imposed by will be applied to the Customer's outstanding charges in governmental or quasi-governmental bodies in connection with amounts and proportions solely determined by Comcast Except the sale, installation, use, or provision of the Services (e.g., to the extent otherwise prohibited by law, Customer will be applicable franchise fees, right of way fees and Universal assessed a service charge up to the full amount permitted under Service Fund charges) regardless of whether Comcast or its applicable law for any check or other instrument used to pay for Affiliates pay the fees directly or are required or permitted by the Services that has been rejected by the bank or other financial law to collect them from Customer and(ii)charges incurred as institution. Any payment not made when due will be subject to the result of fraudulent or unauthorized use of the Services.Any a late charge equal to the lower of(i) 1.5%per month and (ii) failure on the part of Customer to be ready to receive Service, the highest rate allowed by law. If Comcast is required to use a or any refusal on the part of Customer to receive Service, shall collection agency or attorney to collect any amount owed by not relieve Customer of its obligation to pay charges for any Customer or any unreturned Comcast Equipment, Customer Service that is otherwise available for use. For the avoidance agrees to pay all reasonable costs of collection or other action. of doubt, Comcast shall not be responsible for any purchases No acceptance of partial payment(s) by Comcast shall made by Customer or its end users while using the Services. constitute a waiver of any rights to collect the full balance owed B. With respect to each Sales Order, Comcast may,upon under the Agreement. thirty(30)days prior written notice to Customer(or such longer B. If Customer disputes any portion of an invoice, period as may be required by law)modify the monthly recurring Customer shall pay the undisputed portion of the invoice and charges applicable to (i) Ethernet, Internet and/or Video submit a written claim, including all substantiating Services at any time after the expiration of the initial Service documentation, to Comcast for the disputed amount of the Term and (ii) any other services at any time; provided, that invoice by the invoice due date. The parties shall negotiate in Customer acknowledges and agrees that such notice good faith to resolve any billing dispute submitted by Customer requirement may be satisfied by including notice of a monthly pursuant to this Article 3.2(B). Under no circumstances may recurring charge modification(s) in a Customer invoice. Customer submit a billing dispute to Comcast later than ninety Customer shall have thirty (30) days from receipt of any such 4of9 V.112818 CONFIDENTIAL and PROPRIETARY Page 122 of 1076 (90) days following Customer's receipt of the applicable reasonably assist Comcast in completing the Service Provider invoice. Invoice Form (FCC Form 474) and obtaining full payment of 3.3 Credit Approval and Deposits. Initial and ongoing the discount amount from the Universal Service Administrative Company or other E-Rate fund administrator or administrative delivery of Services may be subject to credit approval. entity. If during the term of this Agreement, Customer fails to Customer authorizes Comcast to make inquiries and to receive appropriate funds or if funds are not otherwise made available information about Customer's credit history from others and to for continued performance for any fiscal period of the enter this information in Customer's records. Comcast, in its Agreement succeeding the first fiscal period, Customer may sole discretion, may deny the Services based upon an elect to (i) continue to receive Services under this Agreement, unsatisfactory credit history. Subject to applicable regulations, in which Customer shall remain bound by the terms and Comcast may require Customer to make a deposit as a condition conditions set forth hereunder and remain responsible for all to Comcast's provision of the Services, or as a condition to NRC(s) and MRC(s), as set forth in the Agreement or Comcast's continuation of the Services. The deposit will not, applicable Sales Order(s), for the remaining term applicable unless explicitly required by law,bear interest and shall be held thereto,irrespective of E-Rate Funding status,or, (ii)terminate by Comcast as security for payment of Customer's charges. this Agreement or Sales Order(s)upon written notice as of the Comcast may apply the deposit to any delinquent Customer beginning of the fiscal year for which funds are not appropriated charges upon written notice to Customer. or otherwise made available. The effect of termination of the 3.4 E-Rate Funding. Comcast makes no representations Agreement or Sales Order(s) hereunder will be to discharge or warranties with respect to the eligibility or ineligibility of the both Comcast and the Customer from future performance of the Services or any Service component for federal e-rate support or Agreement. However,Comcast shall be reimbursed for any and for other governmental and quasi-governmental all unpaid NRC(s), any unpaid past due balance(s), and any telecommunications/internet discounts or entitlements additional costs already incurred by Comcast in conjunction (collectively, "E-Rate Funding"). Customer expressly with this Agreement. Customer shall notify Comcast in writing understands and agrees that it is responsible for ensuring that within thirty (30) days of fiscal budget denial indicating funds Comcast is paid one hundred percent (100%) of all non- may not be available for the continuation of the Agreement for recurring charges ("NRC(s)"), monthly recurring Service each succeeding fiscal period beyond the first year. In no event charges ("MRC(s)") and other amounts required under this shall Comcast initiate construction of the Network until proof Agreement in accordance with the payment intervals specified of funding has been received, in whole or in part, based on therein.Unless and until the Customer has received,or has been 100%Customer-furnished funds or partially reimbursed funds designated as a recipient of, E-Rate Funding for the Services, by the SLD. Customer may not withhold or offset any such amounts on the ARTICLE 4. TERM&TERMINATION basis of its anticipated receipt of E-Rate Funding, except as otherwise set forth below. In the event that the Customer has 4.1 Sales Order Term.Upon the expiration of the Service received, or has been designated as a recipient of, E-Rate Term applicable to a Sales Order, each Sales Order shall Funding for the Services, Customer may choose to either (1) automatically renew for successive periods of one (1) month pay Comcast in full for the Services, or(2)receive discounted each (each, a "Renewal Term"), not to exceed twelve (12) bills from Comcast If Customer chooses option (1), the months. unless prior written notice of non-renewal is delivered Customer must utilize the applicable customer-initiated by either Party to the other at least thirty (30) days before the reimbursement process relative to such E-Rate Funding. expiration of the Service Term or the then current Renewal Comcast shall have no obligation to discount or pro-rate its Term.To the extent the initial Service Term or a Renewal Term invoices or to take other action to process such E-Rate Funding, applicable to a Sales Order extends beyond the expiration date except to the extent specifically required by law and regulation, of the term set forth on the Service Agreement Cover Page,such or except as otherwise set forth above or below. Sales Order shall continue to be governed by the terms and Notwithstanding this,Comcast will reasonably assist Customer conditions of the Agreement. in the completion of any portions of the FCC Form 472 which, as a matter of law or regulation, are required to be completed 4.2 Termination for Convenience. Notwithstanding any by the service provider. If Customer chooses option (2), other term or provision in this Agreement, Customer shall have Comcast shall have no obligations under this Agreement until the right, in its sole discretion, to terminate any or all Sales Customer provides Comcast the copy of the Notification and Order(s) at arty time,upon thirty(30) days prior written notice Acceptance of Form(s) 486 from the Universal Services to Comcast Comcast may terminate the Agreement upon notice Administrative Company, Schools and Libraries Division if Customer does not take any Service under a Sales Order for ("SLD"), approving Customer's eligibility for E-Rate Funding. twelve(12)consecutive months or longer. A Customer selecting option(2)is required to pay Comcast the 4.3 Termination for Cause. If either Party breaches any non-discounted portion of all NRC(s), MRC(s), and other material term of the Agreement and the breach continues un- amounts required under this Agreement in accordance with the remedied for thirty(30)days after written notice of default,the payment interval specified therein. Customer also must other Party may terminate for cause any Sales Order(s) 5 of 9 V.112818 CONFIDENTIAL and PROPRIETARY Page 123 of 1076 materially affected by the breach. Either Party may terminate LOSS, DAMAGE OR CLAIM ARISING OUT OF OR a Sales Order immediately upon notice to the other Party if the RELATED TO: (1) STORED, TRANSMITTED, OR other Parry has become insolvent or involved in liquidation or RECORDED DATA, FILES, OR SOFTWARE; (2) ANY termination of its business, or adjudicated bankrupt, or been ACT OR OMISSION OF CUSTOMER, ITS USERS OR involved in an assignment for the benefit of its creditors. THIRD PARTIES; (3) INTEROPERABILITY, 4.4 Effect of Expiration/Termination of a Sales Order. INTERACTION OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, Upon the expiration or termination of a Sales Order(s) for any SERVICES OR NETWORKS PROVIDED BY reason (i) Comcast shall disconnect the applicable Service(s), CUSTOMER OR THIRD PARTIES; OR (4) LOSS OR (ii) Comcast may delete all applicable data., files, electronic DESTRUCTION OF ANY CUSTOMER HARDWARE, messages, or other information stored on Comcast's servers or SOFTWARE, FILES OR DATA RESULTING FROM systems and (iii) Comcast may assess and collect from ANY VIRUS OR OTHER HARMFUL FEATURE OR Customer applicable Termination Charges. Termination by FROM ANY ATTEMPT TO REMOVE IT.CUSTOMER either Parry of a Sales Order does not waive any other rights or IS SOLELY RESPONSIBLE FOR BACKING UP ITS remedies that it may have under this Agreement. The non- DATA, FILES, AND SOFTWARE PRIOR TO THE defaulting Party shall entitled to all available legal and INSTALLATION OF SERVICE AND AT REGULAR equitable remedies for such h breach. INTERVALS THEREAFTER. ARTICLE 5.LIMITATION OF LIABILITY: D. NOTWITHSTANDING ANYTHING TO DISCLAIMER OF WARRANTIES CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER 5.1 Limitation of Liability. FOR ANY INCIDENTAL, INDIRECT, SPECIAL, A. THE AGGREGATE LIABILITY OF COMCAST COVER,PUNITIVE OR CONSEQUENTIAL DAMAGES, FOR ANY AND ALL LOSSES,DAMAGES AND CAUSES WHETHER OR NOT FORESEEABLE, OF ANY KIND ARISING OUT OF THE AGREEMENT, INCLUDING, INCLUDING BUT NOT LIMITED TO ANY LOSS BUT NOT LIMITED TO, THE PERFORMANCE OF REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR SERVICE, AND NOT OTHERWISE LIMITED LOSS OF PROFIT WHETHER SUCH ALLEGED HEREUNDER,WHETHER IN CONTRACT, TORT, OR LIABILITY ARISES IN CONTRACT OR TORT; OTHERWISE, SHALL NOT EXCEED DIRECT PROVIDED, THAT, THE FOREGOING LIMITATION DAMAGES EQUAL TO THE SUM TOTAL OF SHALL NOT LIMIT CUSTOMER'S LIABILITY FOR PAYMENTS MADE BY CUSTOMER TO COMCAST AMOUNTS OWED FOR THE SERVICES, FOR ANY DURING THE THREE (3) MONTHS IMMEDIATELY EQUIPMENT OR SOFTWARE PROVIDED BY PRECEDING THE EVENT FOR WHICH DAMAGES COMCAST,OR FOR TERMINATION CHARGES. ARE CLAIMED. THIS LIMITATION SHALL NOT 5.2 Disclaimer of Warranties.Services shall be provided APPLY TO COMCAST'S INDEMNIFICATION pursuant to the terms and conditions in the applicable PSA(s) OBLIGATIONS AND CLAIMS FOR DAMAGE TO and Service Level Agreement, and are in lieu of all other PROPERTY AND/OR PERSONAL INJURIES warranties, express, implied or statutory, including, but not (INCLUDING DEATH) ARISING OUT OF THE GROSS limited to,the implied warranties of merchantability,fitness for NEGLIGENCE OR WILLFUL MISCONDUCT OF a particular purpose, title, and non-infringement. TO THE COMCAST WHILE ON THE CUSTOMER SERVICE MAXIMUM EXTENT ALLOWED BY LAW,COMCAST LOCATION. EXPRESSLY DISCLAIMS ALL SUCH EXPRESS, B. NOTWITHSTANDING ANYTHING TO THE IMPLIED AND STATUTORY WARRANTIES. Without CONTRARY CONTAINED IN THE AGREEMENT, IN limiting the generality of the foregoing,and except as otherwise NO EVENT SHALL THE AGGREGATE LIABILITY OF identified in a PSA(s) or Service Level Agreement, Comcast COMCAST UNDER THIS AGREEMENT FOR ALL does not warrant that the Services, Comcast Equipment, or INDEMNIFICATION OF IP CLAIMS UNDER SECTION Licensed Software will be uninterrupted, error-free, or free of 6.1(i)OF THESE GENERAL TERMS AND CONDITIONS latency or delay, or that the Services, Comcast Equipment, or EXCEED THE GREATER OF (I) ONE (1) MILLION Licensed Software will meet customer's requirements, or that DOLLARS ($1,000,000) AND (II) THE AGGREGATE the Services, Comcast Equipment, or Licensed Software will AMOUNT OF FEES RECEIVED BY COMCAST FROM prevent unauthorized access by third parties. Customer CUSTOMER DURING THE TWELVE (12) MONTH acknowledges and agrees that the Services are not fail-safe and PERIOD IMMEDIATELY PRECEDING THE DATE ON are not designed or intended for use in situations requiring fail- WHICH THE IP CLAIM FIRST AROSE. safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, C. NOTWITHSTANDING ANYTHING TO THE property or environment. CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL COMCAST BE LIABLE FOR ANY 6 of 9 V.112818 CONFIDENTIAL and PROPRIETARY Page 124 of 1076 5.3 Exclusive Remedies. Customer's sole and exclusive case, and shall pay such counsel's fees and expenses. The remedies are as expressly set forth in the Agreement. In those Indemnifying Party shall have the right to settle any claim for states where Customer's remedies cannot be so limited, the which indemnification is available;provided, however, that to liability of Comcast is limited to the maximum extent permitted the extent that such settlement requires the Indemnified Party by law. to take or refrain from taking any action or purports to obligate ARTICLE 6. INDEMNIFICATION the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the 6.1 Comcast's Indemnification Obligations. Subject to Indemnified Party, which consent shall not be unreasonably Article(s) 5.1(B), 5.1(C) and 5.1(D) and any other limitations withheld,conditioned or delayed. contained in the Agreement,Comcast shall indemnify defend,and ARTICLE 7. CONFIDENTIAL INFORMATION AND hold harmless Customer, its Affiliates and their respective PUBLICITY employees, directors, officers, and agents (the "Customer Indemnified Parties") from and against all , actions, causes of 7.1 Disclosure and Use. All Confidential Information actions, damages, liabilities, losses, and expenses (including disclosed by either Party shall, during the term of the reasonable attorneys'fees)arising out of (i)infringement of U.S. Agreement and for two (2) years after the expiration or patent or copyright law based solely on Comcast Equipment or termination thereof(or such longer period as may be required Licensed Software; rob vided,that Comcast shall have no liability by law),be kept by the receiving Party in strict confidence and for any claim of infringement arising from: (a) Comcast's shall not be disclosed to any third party without the disclosing compliance with any designs, specifications, or instructions of Party's express written consent. Notwithstanding the Customer;(b)modification or alteration of the Licensed Software foregoing, (i) such information may be disclosed (A) to the or Comcast Equipment by Customer or a third party without the receiving Party's employees, affiliates, and agents who have a prior knowledge and written approval of an authorized officer of need to know for the purpose of performing under this Comcast(c)use of the Licensed Software or Comcast Equipment Agreement, using the Services and rendering the in a way not authorized in writing by an authorized officer of Services(provided that in all cases the receiving Party shall take Comcast and/or(d)Customer's failure to use an updated version appropriate measures prior to disclosure to its employees, of the Licensed Software or Comcast Equipment which has been affiliates, and agents to assure against unauthorized use or provided, or made available, to Customer and (ii) damage to disclosure) or (B) as otherwise authorized by this Agreement tangible personal property or real property, and personal injuries and(ii)each Party's confidentiality obligations hereunder shall (including death) arising out of the gross negligence or willful not apply to information that: (A) is already known to the misconduct of Comcast while working on the Service Locations. receiving Party without a pre-existing restriction as to 6.2 Customer's Indemnification Obligations. Customer disclosure,(B)is or becomes publicly available without fault of shall indemnify, defend, and hold harmless Comcast from any the receiving Party; (C) is rightfully obtained by the receiving and all Claims arising on account of or in connection with Party from a third party without restriction as to disclosure, or Customer's and its users'use or sharing of the Service provided is approved for release by written authorization of the under the Agreement including with respect to: (i)any content disclosing Party, (D) is developed independently by the received or distributed by Customer or its users through the receiving Party without use of the disclosing Party's Service, (ii) libel, slander, infringement of copyright or Confidential Information or (E) is required to be disclosed by unauthorized use of trademark, trade name, or service mark law or regulation. Each P arty agrees to treat all Confidential arising out of communications via the Service; (iii) for patent Information of the other in the same manner as it treats its own infringement arising from Customer's combining or connection of proprietary information, but in no case using less than a Customer-Provided Equipment to use the Service and (iv) for reasonable degree of care. Notwithstanding anything to the damage arising out of the gross negligence or willful misconduct contrary contained in this Article 7.1 or the Agreement, of Customer. Customer acknowledges and agrees that Comcast shall have no liability or responsibility for content received or distributed by 6.3 Indemnification Procedures. To the extent a Party Customer or its users through the Service. may be entitled to indemnification under this Agreement (an 7.2 Publicitv. Neither Party shall issue any publication or "Indemnified Party"),such Indemnified Party shall(i)promptly press release relating to, or otherwise disclose the existence of, notify the other Party (the "Indemnifying Party")in writing of the terms and conditions of any contractual relationship any pending or threatened claim or demand that the Indemnified between Comcast and Customer without the prior written Party has determined has given or would reasonably be consent of the other Party. Notwithstanding the foregoing, expected to give rise to such right of indemnification (an Comcast may include Customer's name on Comcast's customer "Action") and (ii) cooperate in every reasonable way to lists together with a description of Services purchased(financial facilitate the defense or settlement of such Action. The terms not to be disclosed). If Customer wishes to remove Indemnifying Party shall assume the defense of any Action with Customer's name from such list or to limit the foregoing use of counsel reasonably satisfactory to the Indemnified Party. The Customer's name, Customer may contact Comcast as set forth Indemnified Party may employ its own counsel in any such 7of9 V.112818 CONFIDENTIAL and PROPRIETARY Page 125 of 1076 in Article 9.3 of these General Terms and Conditions and unforeseeable third parry actions, or other causes beyond the Comcast will effect such removal. Party's reasonable control,except that Customer's obligation to pay for Services provided under the Agreement shall not be 7.3 Remedies. Notwithstanding any other Article of this excused. Changes in economic, business or competitive Agreement, the non-breaching Party shall be entitled to seek condition shall not be considered force majeure events. equitable relief to protect its interests pursuant to this Article 7, including,but not limited to,injunctive relief. 9.2 Assignment or Transfer. Customer shall not assign ARTICLE 8. PROHIBITED USES; USE AND PRIVACY any right, obligation or duty, in whole or in part, nor of any POLICIES other interest hereunder, without the prior written consent of Comcast, which shall not be unreasonably withheld. All 8.1 Prohibited Uses; Comcast Use Policies. Customer is obligations and duties of either Party hereunder shall be binding prohibited from using, or permitting the use of, any Service (i) on all successors in interest and permitted assigns of such Party. for any purpose in violation of any law, rule, regulation, or 9.3 Notices. Except as otherwise identified herein, any policy of any government authority;(ii)in violation of any Use notice sent pursuant to the Agreement shall be deemed given Policy (as defined below); (iii) for any use as to which and effective when sent by facsimile (confirmed by first-class Customer has not obtained all required government approvals, mail), or when delivered by overnight express or other express authorizations, licenses, consents, and permits; or (iv) to delivery service,in each case,to the following addresses(or to interfere unreasonably with the use of Comcast service by such other addresses as a Party may designate by written notice others or the operation of the Network. Customer is responsible to the other Party): (i)with respect to Customer,to the address for the compliance of its users with the provisions of the set forth on any Sales Order;or(ii)with respect to Comcast,to: Agreement. Customer may not sell, resell, sublease, assign, Vice President of Sales Operations (Comcast Business), One license, sublicense, share, provide, or otherwise utilize in Comcast Center, 1701 JFK Blvd.,Philadelphia,PA 19103,with conjunction with a third parry(including,without limitation,in a copy to Cable Law Department, One Comcast Center, 501' any joint venture or as part of any outsourcing activity) the Floor, 1701 JFK Blvd.,Philadelphia,PA 19103. Alternatively, Services or any component thereof. Customer acknowledges Customer may send termination notice to Comcast through the and agrees that Customer's and its users' use of Services shall Comcast disconnection portal found at the following URL: be subject to Comcast's acceptable use policies ("AUPs") and https://business.comcast.com/landingpage/disconnect (as the security policies (together with the AUPs, the "Use Policies") same may be updated by Comcast from time-to-time). that may limit Customer's and its users'use of the Services.The Use Policies are posted on the Website, and are incorporated 9.4 Amendments; Changes to the Agreement. The into this Agreement by reference. Comcast reserves the right to Agreement may not be amended except by a written agreement act immediately and without notice to (i)terminate or suspend executed by the Parties; rob vided, that notwithstanding the the Services and/or to remove from the Services any foregoing,Comcast may change or modify the PSA(s)and any information transmitted by or to Customer or users, if Comcast related policies(including the Use Policies and Privacy Policy) determines that such use or information is in violation of this from time to time ("Revisions")by posting such Revisions to Article 8.1 or the Use Policies and(ii)terminate or suspend the the Website. The Revisions are effective upon posting to the Services in the event of fraudulent use of Customer's Services. Website. Customer will receive notice of any Revisions in the Customer acknowledges and agrees that Comcast may, but is next applicable monthly invoice. Customer shall have thirty not obligated to,detect or report unauthorized or fraudulent use (30)calendar days from the invoice notice of such Revisions to of the Services to Customer. provide Comcast with written notice that the Revisions 8.2 Privacy Policv.Comcast's commercial privacy policy adversely affect Customer's use of the Service(s). If,after such (the "Privacy Policy") applies to Comcast's handling of notice, Comcast is able to verify such adverse effect but is Customer confidential information. The Privacy Policy is unable to reasonably mitigate the Revision's impact on such available on the Website. Notwithstanding the foregoing or Service(s), then Customer may terminate the impacted anything to the Contrary contained in the Agreement or the Service(s) without further obligation to Comcast beyond the Privacy Policy, Comcast is not responsible for any information termination date, including Termination Charges, if any. This provided by Customer to third parties and Customer assumes shall be Customer's sole and exclusive remedy for any all privacy and other risks associated with providing personally Revisions. Terms or conditions contained in any Sales Order, identifiable information to third parties via the Services. or restrictive endorsements or other statements on any form of payment, shall be void and of no force or effect. ARTICLE 9. MISCELLANEOUS TERMS 9.5 Tariffs. Notwithstanding anything to the contrary in 9.1 Force Maieure. Neither Party nor its Affiliates shall the Agreement, Comcast may elect or be required to file with be liable to the other Party for any delay,failure in performance, regulatory agencies tariffs for certain Services. In such event, loss, or damage to the extent caused by force majeure the terms set forth in the Agreement may,under applicable law, conditions such as acts of God,fire,explosion,power blackout, be superseded by the terms and conditions of the tariffs. cable cuts, acts of regulatory or governmental agencies, Without limiting the generality of the foregoing,in the event of 8 of 9 V.112818 CONFIDENTIAL and PROPRIETARY Page 126 of 1076 any inconsistency with respect to rates,the rates and other terms partnership between the Parties or to impose any liability set forth in the applicable Sales Order shall be treated as attributable to such a relationship upon either Party. individual case based arrangements to the maximum extent permitted by law, and Comcast shall take such steps as are required by law to make the rates and other terms enforceable. If Comcast voluntarily or involuntarily cancels or withdraws a tariff under which a Service is provided to Customer, the Service will thereafter be provided pursuant to the Agreement and the terms and conditions contained in the tariff immediately prior to its cancellation or withdrawal. In the event that Comcast is required by a governmental authority to modify a tariff under which Service is provided to Customer in a manner that is material and adverse to either Party, the affected Party may terminate the applicable Sales Order(s) upon a minimum thirty(30)days'prior written notice to the other Party,without further liability. 9.6 Entire Understanding; Construction; Survival; Headings; No Waiver. The Agreement supersedes all prior agreement between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter hereof. In the event that any portion of the Agreement is held to be invalid or unenforceable,the Parties shall replace the invalid or unenforceable portion with another provision that,as nearly as possible, reflects the original intention of the Parties, and the remainder of the Agreement shall remain in full force and effect. The rights and obligations of either Party that by their nature would continue beyond the termination or expiration of the Agreement shall survive termination or expiration of the Agreement. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof. No failure by either Party to enforce any right(s)hereunder shall constitute a waiver of such right(s). The Agreement may be executed in counterpart copies. Each Party represents and warrants that the persons who executes the Agreement on its behalf are duly authorized to do so. 9.7 Choice of Law; Compliance with Laws. The domestic law of the state in which the Service is provided shall govern the construction,interpretation,and performance of this Agreement, except to the extent superseded by federal law. Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement. 9.8 No Third Partv Beneficiaries; Independent Contractors, This Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. The Parties to this Agreement are independent contractors. Neither Party is an agent,representative,or partner of the other Party. Neither Party shall have any right,power,or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or 9of9 V.112818 CONFIDENTIAL and PROPRIETARY Page 127 of 1076 COMCAST BUSINESS COMCAST ENTERPRISE SERVICES SALES ORDER FORM Account Name:City of Boynton Beach SA ID#: Opp ID#:13960418 Primary Contact: Charles Stevens City:Boynton Beach Phone:(561)742-6079 Title: State:FL Cell: Address 1: 100 E Boynton Beach Blvd Zip:33435 Fax: Address 2: Allowable Contract Date:04/04/2019 Email:stevensc@bbfl.us Contract Generated Date:04/10/2019 t " ol) Service Term(Months):160 SUMMARY OF SERVICE CHARGES* SUMMARY OF STANDARD INSTALLATION FEES Total Ethernet Monthly Recurring Charges: $987.30 Total Ethernet Standard Installation Fees*: $0.00 Total Trunk Services Monthly Recurring Charges: $0.00 Total Trunk Services Standard Installation Fees: $0.00 Total Off-Net Monthly Recurring Charges: $0.00 Total Off-Net Standard Installation Fees: $0.00 Total Monthly Recurring Charges(all Services): $987.30 Total Standard Installation Fees(all Services): $0.00 SUMMARY OF CUSTOM INSTALLATION FEES Total Custom Installation Fee: $0.00 Amortized Custom Installation Fee $0.00 SUMMARY OF EQUIPMENT FEES Total Monthly Recurring Ethernet Equipment Fees: $0.00 Total Monthly Recurring Trunk Services Equipment Fees: $0.00 Total Monthly Recurring Equipment Fees(all Services): $0.00 *Note:Charges identified in the Sales Order are exclusive of maintenance and repair charges,and applicable federal,state,and local taxes,fees,surcharges and recoupments(however designated).Please refer to your Comcast Enterprise Services Agreement for specific detail regarding such charges.Customer shall pay Comcast one hundred percent(100%)of the non-amortized Custom Installation Fees prior to the installation of Service. Page 128 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS ETHERNET SERVICES AND PRICING Account Name: City of Boynton Beach Date: April 10,2019 SA I D#: Opp ID#: 13960418 Short Description of Service:F Service Term(Months): 60 Solution Charaes 100 E OCEAN AVE-FL 3RD FL LIBRARY City 1 New Add EDI-ENI-LIGE Port of Boynton $0.00 $0.00 Beach 100 E OCEAN AVE 100 E OCEAN AVE-FL 3RD FL LIBRARY City 2 New Add EDI-200 200 Mbps of Boynton Interstate $957.30 $0.00 Beach 100 E OCEAN AVE 100 E OCEAN AVE-FL 3RD FL lPv4 Static AddressLIBRARY City 3 New Add Block/28(14) Static IP Block of Boynton $30.00 $0.00 Beach 100 E OCEAN AVE Service Chames Services Location Details attached $987.3o **Performance Tier Matrix Attached (For On-Net to On-Net or On-Net to Off-Net) Total Eauipment Fees $0.00 $0.00 Page 129 of 1076 COMCAST COMCAST ENTERPRISE SERVICES SALES ORDER FORM BUSINESS SERVICE LOCATION DETAIL INFORMATION Account Name:City of Boynton Beach SA I D#: Opp ID#: 13960418 Date: P 110, 9 April ff] f. as 1 161, URI� r , I t � �r � � k 100 E OCEAN AVE- IFIL 3RD IFIL 100 E OCEAN BOYNTON Charles 1 LIBRARY AVE FL 3RD BEACH IFIL 33435 Stevens (561)742-6092 stevensc@bbfl.us Yes No City of Boynton Beach Page 130 of 1076 Comcast Enterprise Services Sales Order Form Ethernet Transport Services PeFfWmance Tier[PT)Matrix Augusta GA(AUG) PT1 PT3 PT3 PT4 PT2 PT3 PT3 PT3 PT3 PT2 P73 PT3 PT3 PT3 PT3 PT3 PT2 PT3 P73 PT2 PT3 PT2 PT4 PT4 PT2 PT3 P72 PT2 PT3 PT4 PT3 PT3 Central&Western PA(PA) PT3 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT2 PT3 PT3 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT3 PT4 PT2 Central Arkansas(CAR) PT3 PT3 PTI PT3 PT2 PT2 PT2 PT3 Pia PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Central Ncw Mexico(ONM) PT4 PT3 PT3 PT1 PT3 PT2 PT2 PT4 Pia PT3 PT4 PT3 PT3 FM PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT4 Coastal Georgia(CGA) PT2 PT3 PT2 PT3 Pit Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT2 PT2 PT2 PT3 PT4 PT3 Colorado(CO) PT3 PT3 PT2 PT2 PT3 PTI PT2 PT4 Pia PT3 PT3 PT2 PT3 PT2 PT2 PT2 Pia PT2 P73 PT3 PT2 PT3 PT2 PT3 Pia PT2 P73 PT3 PT3 PT2 PT3 PT3 Gallas(Oal) PT3 PT3 PT2 PT2 PT3 Pit PT1 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT2 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT3 PT3 Pia PT3 PT2 PT3 PT2 PT3 PT3 PT3 Eastern Tennessee(ETN) PT3 PT3 PT3 PT4 PT3 Pio PT3 Pit Pia PT2 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT2 PT3 PT2 PT4 PT4 Pia PT4 PT2 PT3 PT3 PT4 PT4 PT4 Florida Panhandle(FPA) PT3 PT3 PT3 PT3 PT2 PT3 PT2 PT3 PT1 PT2 PT3 PT2 PT3 FM PT3 PT3 PT2 PT3 PT3 PT2 PT3 PT2 PT3 PT4 PT2 PT4 PT2 PT2 PT3 PT3 PT4 PT3 Greater Atlanta(ATL) PT2 PT2 PT2 PT3 PT2 Pia PT2 PT2 Pit PT1 P73 PT2 PT2 P72 PT3 PT2 Pit PT2 PT2 PT2 PT3 P72 PT3 PT3 Pit PT3 PT2 PT2 PT2 P73 PT3 PT3 Greater Boston(BOS) PT3 PT2 PT3 PT4 PT3 Pia PT3 PTL Pia PT3 PTI PT2 PT2 PT3 PT3 PT2 Pia PT2 PT2 PT3 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PTL PT4 PT1 Greater Chicago(CHI) PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 Pit PT2 PT2 PT1 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT2 PT3 PT3 PT3 PT3 PT2 Greater Phil.&Nm Jersey(PHL) PT3 PT2 Fi3 PT3 PT3 Pia PT3 PT3 Pia PT2 Fit PT2 PT1 PT3 PT3 PT2 Pia PT2 Fit PT2 PT3 PT3 PT4 PT4 Pia PT4 Fi3 PT3 PT3 PT3 PT4 PT2 Houston(HOU) PT3 PT3 PT2 PT3 PT3 Pit PT2 PT3 Pia PT2 PT3 PT2 PT3 PTI PT3 PT2 Pit PT3 PT3 PT2 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT2 PT3 PT3 PT3 Independence(INOP) PT3 PT3 T3PT3 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT1 PT2 PT3 PT2 PT3 PT2 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PT3 Indiana(IND) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 PT2 PT2 PT2 PT2 PT2 Pit Pit PT2 PT2 PT2 PT2 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT2 Jacksonville[JAC) PT2 PT3 PT1 Pia PT3 PT3 Pit PT2 PT3 PT2 PT3 PT2 PT3 PT2 PTI PT3 PT3 PT2 PT3 PT2 PT4 PTd PT2 PT4 PT3 PT2 PT3 PT3 PT4 PT3Michigan(MI) PT3 PT2 PT3 Pit PT3 PT3 Pia PT2 Fit PT2 PT2 PT3 PT2 PT2 Pia Fit Fit PT2 PT2 PT3 PT3 PT3 Pia PT3 Fi3 PT3 PT3 PT3 PT3 PT2 Mid-Atlantic(MAT) PT3 PT2 PT3 Pia PT3 PT3 Pia PT2 PT2 PT2 PT2 PT3 PT3 PT2 Pia PT2 PTI PT2 PT3 PT3 PT4 PT4 Pia PT4 PT3 PT3 PT3 PT3 PT4 PT2 Middk Tennessee(MTN) PT2 PT2 PT2 PT3 PT3 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT2 PT1 PT2 PT2 PT3 PT3 PT2 PT3 PTI PT3 PT3 PT3 PT3 PT3 Mi—,on(MN) PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT2 PT1 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT3 PT3 Northern AL(NAL) PT2 PT3 PT2 PT3 PT2 Pia PT2 PT2 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT2 PT3 PT3 PT2 PT3 PTI PT4 PT4 Pia PT4 PT2 PT2 PT2 PT3 PT4 PT3 Northern CA(NCA) PT4 PT4 PT3 PT3 PT4 PT2 PT3 PT4 Pia PT3 PT4 PT3 PT4 FM PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT1 PT2 Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 Oregon&SW Washington(OR) PT4 PT4 PT3 PT3 PT4 Pia PT3 PT4 PT4 PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PT4 PT3 PT3 PT4 PT2 Pit Pio PT2 PT4 PT4 PT3 PT2 PT2 PT4 South Florida(SFL) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT2 PT3 PT3 P1-2 PT3 PT3 PT2 PT3 PT3 PT4 PT4 PTI PT4 PT3 PT2 PT3 PT3 PT4 PT3 Southern California(SCA) PT3 PT4 Fi3 PT3 PT4 Pit PT3 PT4 Pio PT3 Fi4 PT3 PT4 P73 PT3 PT3 Pio PT3 Fi4 PT3 PT3 P74 PT2 PT2 Pio Fit Fi4 PT4 PT3 P72 PT2 PT4 South—TN&North GA(STN) PT2 PT2 PT2 PT3 PT2 PT3 PT2 PT2 PT2 PT2 PT3 PT2 PT3 PT3 PT3 PT3 PT3 PT3 PT3 PTI PT3 PT2 PT4 PT4 PT3 PT4 PTI PT3 PT2 PT3 PT4 PT3 Southwest Florida(SWF) PT2 PT3 PT3 PT3 PT2 Pia PT3 PT3 Pit PT2 PT3 PT3 PT3 PT3 PT3 PT3 Pit PT3 PT3 PT3 PT3 PT2 PT4 PT4 Pit PT4 PT3 PTI PT3 PT3 PT4 PT3 SW TN&Northern MS(SWT) PT3 PT3 PT2 PT3 PT2 PT3 PT2 PT3 PT3 PT2 PT3 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P73 PT3 PT3 PT2 PT3 PT3 PT3 PT3 P72 PT3 PT1 PT3 PT3 PT3 Utah(UT) PT4 PT3 PT3 PT3 PT3 Pit PT3 PT4 PT3 PT3 PT4 PT3 PT3 PT3 PT3 PT3 Pia PT3 PT3 PT3 PT3 PT3 PT2 PT2 Pia PT2 PT3 PT3 PT3 PTI PT2 PT4 Washington(WA) PT3 PT4 PT3 PT3 PT4 Pia PT3 PT4 Pio PT3 PT4 PT3 PT4 PT3 PT3 PT3 Pio PT3 PTS PT3 PT3 PTS PT PT2 Pid PT2 PTL PTL PT3 PT2 PTi PTd Western Nm England(WNE) PT3 PT2 PT3 PT4 PT3 Pia PT3 PT4 Pia PT3 PT1 PT2 PT2 PT3 PT3 PT2 Pia PT2 FF21 FF31 PT3 PT3 PT4 PTd Pia PT4 PT3 PT3 PT3 PT4 PT4 Pit BUSINESSzC LAW--if Page 131 of 1076 The entire contract can be found at https:ZZwww.gsaadvantage.govZref text/GS35F184 , / AUGI.3KFKKA GS-35F- 184BA CDMCASTPS000503092016.PDF Authorized General Services Administration Federal Acquisition Service Information Technology Schedule Pricelist GS-3 F-184BA Coincast Business Communications, LLC One Comcast Center 1701 JFI' Boulevard Philadelphia, PA 191+ 3 Phone: 215-665-1700 kevin carneyCo',cable.coutcast.com Contract Number: GS-35F-184BA Period Covered by Contract: February 1,2014—January 31,2019 General Services Administration,Federal Acquisition Service i current through Nfodification Niiirrbc r,PS-0005,effective 03/09/2016_Products and ordering information in this Authorized FAS hrfortnation Technology Schedule Pricelist are also available on the GSA Advantage!System.Agencies can browse GSA Advantage(by accessing the Federal Acquisition Service's Home Page via the Internet at httt7:i i w.fss sa.ffov 132-52 ENS-Basic 20MB ENS-B20 Ethernet Network Services- Basic, ea $462.89 20MB 132-52 ENS-Basic 400MB ENS-B400 Ethernet Network Services- Basic, ea $1,134.43 400MB 132-52 EDI- Bandwidth ED1200 Ethernet Dedicated Internet- ea $2,153.29 200MB Bandwidth, 200MB Page 132 of 1076 6.G. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-051 - Authorize utilizing the State of Florida Alternate Contract #43211500-W SCA-15-ACS for the purchase of Dell workstations and Monitors from Dell Marketing LP of Round Rock, TX in an amount not to exceed $40,000 and authorize the City Manager to sign an Agreement with Dell Marketing LP. The Florida Alternate Contract procurement process satisfies the City's competitive bid requirements. EXPLANATION OF REQUEST: Contract Period: September 30, 2015—March 31, 2020 The I.T.S. department has engaged in a computer replacement program over numerous years, to provide our employees with computing technology adequate to run the software needed to perform their job functions. Maintenance on older equipment has proven to be extremely costly from a financial perspective. This purchase provides for the replacement of computers and laptops that are a minimum of 4 years and older or no longer meet the minimum technical requirements for the workload. Our oldest computers are not necessarily replaced with the new computers; Users that require high-end computing power to perform their job functions will receive the newer systems. Their previous systems will be taken back to the I.T.S. department to be refreshed. Those previously used systems are given to users needing less-powerful systems than the new systems, but more efficient than their old systems. The cascading process of this PC replacement plan continues until we are eventually left with the oldest systems. The oldest systems are used for spare parts or are ultimately retired. The State of Florida contract complies with the City of Boynton Beach's competitive bid requirements. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? We will be replacing out-of-date employee computer equipment that is marginally capable of running the city's current software products. Many enterprise applications such as GIS, Video Surveillance, and Document Imaging require higher end PC's. The up-to-date PC's will increase efficiency in internal business operations by providing an appropriate hardware/software combination. FISCAL IMPACT: Budgeted Funding was approved and is available in the Cl P budget for fiscal year 2018/19 under account number 303- 4101-580.64-15 for an amount not to exceed $40,000. ALTERNATIVES: The City could issue its own bid request. Staff does not believe that a City bid process would result in a substantially less cost per computer/monitor. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: Page 133 of 1076 CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution approving piggy-back of State Contract for Dell Computers D Agreement Piggy-back Agreement with Dell for Computers D Quotes Dell Workstation Quote D Amendment W S CA Master Agreement Amendment D Attachment WSCA Agreement Additional Info D Agreement Dell Master Agreement Page 134 of 1076 I RESOLUTION NO. R19- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING UTILIZING THE STATE OF FLORIDA COMPUTER 5 EQUIPMENT, PERIPHERALS & SERVICES CONTRACT NO. 6 43211500-WSCA-I5-ACS IN AN AMOUNT NOT TO EXCEED 7 $40,000.00; AUTHORIZING THE CITY MANAGER TO SIGN AN 8 AGREEMENT WITH DELL MARKETING, LP.; AND PROVIDING 9 AN EFFECTIVE DATE. 10 11 12 WHEREAS, the ITS Department has determined that the replacement of computers 13 and laptops that are a minimum of 4 years and older which no longer meet the minimum 14 technical requirements for workload is necessary; and 15 WHEREAS, this Agreement allows the City's ITS to use the State of Florida Contract 16 prices to purchase computer workstations and monitors; and 17 WHEREAS, the City Commission of the City of Boynton Beach, upon the 18 recommendation of staff, deems it in the best interest of the citizens and residents of the City 19 of Boynton Beach to approve and authorize the City Manager to sign an Agreement with Dell 20 Marketing, LP., in an amount not to exceed $40,000.00 at prices based on State of Florida 21 Computer Equipment, Peripherals & Services Contract No. 43211500-WSCA-I5-ACS. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being 25 true and correct and are hereby made a specific part of this Resolution upon adoption hereof. 26 Section 2. The City Commission of the City of Boynton Beach hereby approves 27 and authorizes the City Manager to sign an Agreement with Dell Marketing,LP.,for the City's 28 computer workstations and monitors in an amount not to exceed $40,000 at prices based on 29 State of Florida Computer Equipment,Peripherals & Services Contract No. 43211500-WSCA- S:\CA\RESO\Agreements\Piggy-back-State of Florida with Dell(Computers) -Reso.docx Page 135 of 1076 30 15-ACS, a copy of which is attached hereto as Exhibit"A". 31 Section 3. That this Resolution shall become effective immediately upon passage. 32 PASSED AND ADOPTED this day of , 2019. 33 CITY OF BOYNTON BEACH, FLORIDA 34 35 YES NO 36 37 Mayor— Steven B. Grant 38 39 Vice Mayor—Justin Katz 40 41 Commissioner—Mack McCray 42 43 Commissioner—Christina L. Romelus 44 45 Commissioner—Ty Penserga 46 47 VOTE 48 ATTEST: 49 50 51 52 Judith A. Pyle, CMC 53 City Clerk 54 55 56 (Corporate Seal) 57 S:\CA\RESO\Agreements\Piggy-back-State of Florida with Dell(Computers) -Reso.docx Page 136 of 1076 COMPUTER EQUIPMENT AGREEMENT This Agreement is made as of this day of , 2019 by and between DELL MARKETING, LP., a Foreign limited liability partnership authorized to do business in the State of Florida with an address of One Dell Way, RR8-11, Round Rock, TX 78682 ("DELL" or "Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the "City"). RECITALS WHEREAS, The ITS Department has engaged in a computer replacement program to provide City employees with computing technology adequate to run software needed to perform their job functions therefore there is a need to replace out of date computer equipment that is marginally capable of running the City's current software products; and WHEREAS, DELL, has agreed to allow the City to piggy-back the State of Florida Computer Equipment, Peripherals, & Services Contract No. 43211500-WSCA-I5-ACS for the purchase of Dell workstations and monitors through March 31, 2020 in an amount not to exceed $40,000.00 at prices based on State of Florida contract; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and DELL agree that DELL shall provide workstations and monitors through March 31, 2020 in an amount not to exceed $40,000.00 at prices based on State of Florida Computer Equipment,Peripherals, & Services Contract No. 43211500-WSCA-I5-ACS, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to State of Florida, shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this Agreement must be in a court of competent jurisdiction in Palm Beach County, Florida. B. All Notices to the City shall be sent to: Page 1 S:\CA\AGMTS\Piggyback(State)Computer Equipment Agmt.Docx Page 137 of 1076 City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice,in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active Agreement term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 1) Keep and maintain public records required by the CITY to perform the service; Page 2 S:\CA\AGMTS\Piggyback(State)Computer Equipment Agmt.Docx Page 138 of 1076 2) 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; 3) 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 Agreement term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records,in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the State of Florida Contract is amended, or terminated, DELL shall notify the City within ten (10) days. In the event the State of Florida Agreement is amended or terminated prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. DELL agrees that in the event it enters into a Contract for the same (or substantially similar) scope of services with another local government in Florida which contains a term or condition,including fees, charges or costs,which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Page 3 S:\CA\AGMTS\Piggyback(State)Computer Equipment Agmt.Docx Page 139 of 1076 Section 6. In all other aspects, the terms and conditions of the State of Florida Contract are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney DELL MARKETING LP. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 S:\CA\AGMTS\Piggyback(State)Computer Equipment Agmt.Docx Page 140 of 1076 EXHIBIT A CONTRACT BETWEEN STATE OF FLORIDA AND DELL MARKETING LP. Page 5 S:\CA\AGMTS\Piggyback(State)Computer Equipment Agmt.Docx Page 141 of 1076 Brandenburg, Barry From: Dell (please do not reply) <automated_email@dell.com> on behalf of Dell Inc. <del I_automated_emai I @del I.com> Sent: Friday,April 12, 2019 12:43 PM To: Brandenburg, Barry Subject: Dell Computer- Saved Quote Information -1031030510865 An eQuote is now saved in your Dell Online Store. This will be held for 60 days and will expire on 06/11/2019 Your eQuote has been sent : Emailed to: brandenburgb@bbfl.us brandenburgb@bbfl.us brandenburgb@bbfl.us To retrieve this eQuote Login to Premier Sign in to City of Boynton Beach NASPO ValuePoint 43211500-WSCA-I5-ACS / WN08AGW Click on "Quotes" in the top menu bar and search for eQuote number 1031030510865 note Name City Hall PC rollout 2019 part 1 Saved By brandenburgb@bbfl.us note Description Authorized Buyer Barry Brandenburg Notes/Comments Account Name City of Boynton Beach NASPO ValuePoint 43211500- WSCA-I5-ACS / WN08AGW Contract Code WN08AGW Shipping Info Bitting Info Barry Brandenburg PAYABLE ACCOUNTS 3301 Quantum Blvd., Suite 101 P O BOX 310 Boynton Beach, FIL 33426 100 E BOYNTON BEACH BLVD (561) 742-6872 BOYNTON BEACH, FIL 33425-0310 eQuote Summary Description Quantity Unit Price Subtotal tilex 3060 SIFF 56 $601.98 $33,710.88 Page 142 of 1076 H Male to Male Gold Digital 30 $9.45 $283.50 Video Cable - 6 ft Dell 23 Monitor- P2319H 30 $197.59 $5,927.70 eQuote Subtotal $39,922.08 Shipping* $0.00 Shipping Discount* $0.00 Tax* $0.00 Environmental Disposal Fee* $0.00 eQuote Total* $39,922.08 'The eQuote total, including applicable taxes and additional fees, may be viewable online. Note: Your order may contain one or more items which are billed on a recurring basis. See Important Notes for details on your specific offering and, for customers with auto-renewing subscriptions, how to turn off automatic renewal. eQuote Detaits Description Quantity Price xctoo306Osffusr I OptiPlex 3060 SFF 56 $54,372.08 Premier Discount $20,661.20 (Unit Price after discount: $601.98 ea.) $33,710.88 Module Description Product Sku ID Code OptiPlex 3060 SFF OptiPlex 3060 SFF XCTO GJVOIEU [210-AOTT] 1 Processor Intel Core i5-8400(6 Cores/9MB/6T/up to GYFJ7VQ [338-BNZS] 146 4.OGHz/65W); supports Windows 10/Linux Operating System Ubuntu Linux 16.04 G3E9WNP [605-BBNH] 11 Windows AutoPilot No AutoPilot GYE02AP [340-CKSZ] 291 Microsoft Office No Productivity Software GEKH8UQ [630-AAPK] 1002 Memory 8GB 2X4GB DDR4 2666MHz UDIMM,Non-ECC G29S3EC [370-AEBL] 3 Additional Hard No Additional Hard Drive G780XKR [401-AANH] 637 Drive Video Card Intel®Integrated Graphics GZQDA24 [490-BBFG] 6 2 Page 143 of 1076 Hard Drive 2.5 500GB 7200RPM SATA Hard Disk Drive G516WE8 [400-AEFT] 8 CD ROM/DVD ROM 8x DVD+/-RW 9.5mm Optical Disk Drive GTRXESA [325-BCXP] 16 [429-ABFH] Additional Storage Devices-Media No Media Card Reader Selected GW2K1 D6 [379-BBHM] 10 Reader Wireless No Wireless LAN Card GE7Y4lP [555-BBFO] 19 Driver No Wireless Driver GQMKF4C [340-AFMQ] 7 PCI Card No Parallel or Serial Port GVEYOQ7 [492-BBFF] 698 Chassis Options OptiPlex 3060 Small Form Factor with 200W up to 85% GSL9Z7U [329-BDRC] 116 efficient Power Supply(80Plus Bronze) Keyboard Dell Multimedia Keyboard -KB216 GZDPBC1 [580-ADJC] 4 Mouse Dell MS116 Wired Mouse GWJIAF2 [275-BBBW] 12 Back Cover No Cable Cover GDT2C7Z [325-BCZQ] 376 Cables and Dongles No Additional Cable GIX01_8M [379-BBCY] 592 External Speakers No External Speaker GTNM7E2 [817-BBBC] 200095 Stands and Mounts No Integrated Stand option GJO5ZSE [575-6661] 558 Non-Microsoft No Additional Operating System Software G2U9ROG [640-BBJD] 1003 Application Software [658-BDVY] Protect Your New PC No Security Software NOSS [650-AAAM] 1014 Operating System Recovery Options OS-Windows Media Not Included GLA9OQ1 [620-AALW] 200013 E-Star Energy Star G6J34SM [387-BBLW] 122 FGA Module No FGA NOFGA [817-BBBB] 572 Chassis Intrusion Chassis Intrusion Switch GA6RJ41 [461-AAEE] 289 Switch Hard Drive Cables 2.5 Inch HDD Caddy for SFF GEZA4RC [575-BBRV] 705 and Brackets Optical Software PowerDVD Software not included G15LS2C [632-BBBJ] 597 TPM Security Trusted Platform Module(Discrete TPM Enabled) GJMDKT6 [329-BBJL] 297 Power Cord System Power Cord (US) GA5894N [450-AAOJ] 20 Processor Branding Intel®Core'i5 Processor Label GSBCVPI [389-CGBB] 749 UPC Label No UPC Label GBWGTYN [389-BCGW] 292 Documentation/Disks Safety/Environment and Regulatory Guide G7RBOGY [340-AGIK] 21 (English/French Multi-language) Hard Drive Software NO INTEL RESPONSIVE GHBDSLC [551-BBBJ] 707 Systems Management No Out-of-Band Systems Management GSDBBQQ [631-ABSG] 49 CompuTrace Offerings+Stoptrack No Computrace GO1 F2XY [461-AABF] 697 Label Canada Ship Options US No Canada Ship Charge G31AOL8 [332-1286] 111 Regulatory Label SFF: EPA Regulatory LBL for Mexico GZH6OCY [389-CMVL] 676 Packaging Ship Material for Optiplex SFF GOK7N04 [340-CDWZ] 465 [389-BBUU] Placemat Documentation, English, Spanish, Dell OptiPlex 3060 GXFZM3N [340-CDWQ] 60 Transportation from Standard shipment GQT8IGC [800-BBIO] 200080 ODM to region External Optical No External ODD GVTOW4N [429-ABGY] 317 Device Additional Video No Additional Video Ports GWFXALO [492-BCKH] 495 Ports Hardware Support 3 Years Hardware Service with Onsite/In-Home G5OU4DQ [803-8583] 29 Services Service After Remote Diagnosis [803-8590] 3 Page 144 of 1076 H Male to Male Gold Digital Video Cable - 6 ft 30 $329.70 Sku [A6947949] Premier Discount $46.20 (Unit Price after discount: $9.45 ea.) $283.50 p2319hsap I Dell 23 Monitor- P2319H 30 $7,799.70 Premier Discount $1,872.00 (Unit Price after discount: $197.59 ea.) $5,927.70 Module Description Product Sku ID Code Dell 23 Monitor- Dell 23 Monitor-P2319H GSGVUM1 [210-AQCI] 1 P2319H Hardware 3 Years Advanced Exchange Service GON1 B15 [814-9381] 29 Support Services [814-9382] eQuote Subtotal $39,922.08 Shipping* $0.00 Shipping Discount* $0.00 Tax* $0.00 Environmental Disposal Fee* $0.00 eQuote Total* $39,922.08 'The eQuote total, including applicable taxes and additional fees, may be viewable online. Let's connect. Legal Disclaimer: Please note that Dell cannot be responsible for pricing or other errors and reserves the right to cancel any orders arising from such errors. The amount of tax and shipping added to your order depends on where you have asked for the 4 Page 145 of 1076 product to be shipped as well as on which products and/or services you've chosen to purchase. Your order is subject to Dell's Terms and Conditions of Sale which include a binding arbitration provision. Subscription Customers: If your order includes a recurring billing subscription, you authorize Dell to charge your payment method on file on a recurring basis. You may opt out of automatic renewal or update payment information at any time through the web portal used to manage your subscription. Offer specific subscription terms for details(Commercial; Consumer). Egli s Page 146 of 1076 AMENDMENT NO.: 1 - Renewal PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC- And The State of Florida Alternate Contract Source No.43211500-WSCA-I5-ACS This Amendment ("Amendment') effective April 1, 2017, to the Computer Equipment, Peripherals, & Services Contract No. 43211500-WSCA-15-ACS ("Contract"), between the State of Florida, Department of Management Services ("Department") and ("Contractor') are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned to them in the Participating Addendum unless otherwise defined herein. Contract Renewal. The Department hereby executes its renewal option for a three (3) year period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is March 31, 2020. I. Public Records. The Participating Addendum is amended to add the following: If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency as provided by section 119.0701(2)(b), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CONTRACT MANAGER. II. Annual Appropriation. The Participating Addendum is amended to add the following: Pursuant to section 287.0582, F.S., if the ACS binds the State or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the ACS is contingent upon an annual appropriation by the Legislature. Page 147 of 1076 III. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library- archives/records-management/general-records-schedules/), whichever is longer. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include, but will not be limited to salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. IV. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. V. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. State of Florida, Department of Management Services By: By: Name: Erin Rock Name: Title: Chief of Staff Title: Date: Date: Page 2 of 2 Page 148 of 1076 Information below was taken from the following website: https:/Zwww.dms.myflorida.comZbusiness o pe ratio nsZstate purchasingZstate contracts and areeme ntsZalternate contract sourceZcomputer equipment peripherals and services Florida Department of management Services>Busyness Operations>State Purchasing>Vendor Information>State Contracts and Agreements>Alternate Contract Source>Computer Equipment,Peripherals&Services << RetUrn Computer Equipment, Peripherals Services 4,3211500-WSCA-1 5-ACS Effective Period 019130/2015 through 03131 i2 0,20 Contract Type Alternate Contract Source Contract How to Use this Alternate Contract Source Information Products Categories List Contractors Priciing Contract Forms and Other Information Documents Amendments and Memorandums, Master Agreements Participating Addenda Contract Christopher McMullen Adminlistrafion (8501)922-9867 christoDher.MC.ML]Illenr_ddms.myflari,da.com Commodity UNSPSC-43211500,UNSPSC-43211600,UNSPSC-43211900 Codes DescTiption This alternate contract source(ACS)authorizes the use of the National Association of State Procurement Officials'ValuePoint Program(NASPO ValuePoint)Computer Equipment,Peripherals and Services contract,which was competitively solicited andl awarded by the Slate of Minnesota. Benefits - This contract is available onliy for products not on state teras contracts. - WSCA participating addendums are entered on behalf of governmental entities in Florida for Ace,Apple, ByteSpeed,Ciara, Cisco,Computer Technology Link,Dell,EMC,Firefly,Fujitsu,HP Inc.,HP Enterprise,Hitaclil,Howard. IBM,Lenova,M&A Technology,Microsoft,Microtech,NetApp,Nimble. Panasonic,Pure Storage,Samsung,Tegille,Tinlri,Transource,and Xiotect. Page 149 of 1076 Florida,Department of Management Semces>Business Operations>State Purchasing>Vendor information> State Contracts and Agreements>Alternate Contract Source,>Computer Equipment, Peripherals&Services> Contractors>Contractors-Dell Dell Florida Climate, Utilizes CBE Code Friendly Recycled Authorized Coverage Area i Preferred Products Resellers; Products A-Non-Lfinonty No No Yes Statewide ConLact Information Vendor: Dell Marketing LP FL Minority Business Designation: A—Non-Minority Vendor FEIN: 74-2616805 Contacts: Kathefine Dunay Tette: Program Contract Manager Street Address. One Dell Way,RR1-33 Round Rock.TX 78682 Phone Number: 512-723-0818 Email Address: Katherine dunay@del'l.com Ordering Information Contact Name: Andre Fuqua Title: Sales Representative Address: One Dell Way,RR8-1 1 Round Rock,TX 78682 Email Address: Andre_Fuqua@deli.com Phone Number- 512-513-8704 Toll Free Number: 1-800-981-3355,ext..513-8704 Ordering Fax Numbers: 512-283-3884 Internet Address: Bell hriarketir�c7 Remit,Address: Dell Marketing L.P_C.10 Dell USA LP. Atlanta,GA 38 353-4118, Authorized Resellers l iC 120.38 KB) Page 150 of 1076 STATE OF MINNESOTA Materials Management Division 112 Administration Building ivnes D � 50 Sherburne Avenue DEPAR7MENr:OF ADMlN13rRArfON St. Paul, MN 55155 till Voice: 651.296.2600 Fax: 651.297:3996 i MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH DELL MARKETING, L.P. FOR COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers and Storage including Related Peripherals & Services) To: Dell Marketing L. P. CONTRACT NO: MNWNC-108 One Dell Way -&-w � Mailstop 8RP-1-33 L901, Round Rock, TX 78682 �;r�,?/x®/sCONTRACT PERIOD: April 1, 2015, or upon final Contract Vendor Administrator: Diane executed signatures, Wigington whichever is later Email: Diane WigingtonAdell.com THROUGH March 31, 2017 Phone-7(512)728-4805 EXTENSION OPTION' UP TO 36 MONTHS You are hereby notified that your response to our solicitation, which opened January 31,2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1.A Participating Entity's Participating Addendum ("PA")A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement(includes negotiated Terms and Conditions); 3: The Solicitation; and:4. the Contract Vendor's response to the Solicitation.These documents shall be read to be consistent and complementary.Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. DELL MARKETING L. P. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION The Contractor certifies that the appropriate person(s)have In accordance with Minn.Stat. 16C 3,subd.3. executed this Agreement on behalf of the Contractor as required by a le articl bylaws�tions, n(cJes�.�By: Al �... By: u r `—��•x" i Ste henie G. Miller. Title: Master reement Administrator U eme Title: Contract Manager /Sw lt)( /�.MQA� Date: !! Z/ ) Date: Ito Febr-U&ll -L9I J_ Byt 3. MINNESOTA COMMISSIONER OF ADMINISTRATION gee'. Or delegated representative. FFIM�NaMe Title: By: Date: rl I n signed Date: MAR 0 3 2015 By Lucas J. Jannett 1 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. j i Page 151 of 1076 COMPUTER EQUIPMENT ..�� 2014-2019 DEPARTMENT:OF ADMINkSTRATIOM i MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS i i TABLEOF CONTENTS......................................................................................................................................................2 SUMMARY..........................................................................................................................................................................3 EXHIBIT A-TERMS&CONDITIONS................................... 5 EXHIBIT B-PRICING............................ EXHIBIT B- PRICING SCHEDULE..................................................................................................................................26 i i EXHIBIT C- PRODUCT AND SERVICE SCHEDULE (PSS)...........................................................................................27 EXHIBITD-WEBSITE........ ............................................................................................................................................28 i EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF)................................................................................................29 EXHIBITF-REPORTING..................................................................................................................................................31 EXHIBITG -DEFINITIONS...............................................................................................................................................32 2 CONTRACT N0. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 152 of 1076 i i Y1�Cyt COMPUTER EQUIPMENT DEPARTMENT OF ADMINISTRATION 2014-2019 MINNESOTA WSCA-�NASPO MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award.After evaluation by a multi—state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for: Computer Equipment(Desktops, Laptops,Tablets,Servers,and Storage including related Peripherals& Services. The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below: Band 1: Desktop Band 3: Tablet Band 5: Storage Band 2: Laptop Band 4: Server The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website. 2. EFFECTIVE DATE. The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures,.whichever is later, through March 31, 2017 with the option to extend up to.36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product.and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3. PARTICIPATION.All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums(PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. i i 4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum.The Participating State's Chief j Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops @$10,000 for a total purchase price of $100,000). ITEM CONFIGURATION* Server $500,000 Storage $500,000 Desktops $ 10,000 Laptops $ 10,000 Tablets $ 5,000 Peripherals $ 5,000 Services Addressed by each State in participating addendum *Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 153 of 1076 5. RESTRICTIONS.The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The.Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software 1. Software is restricted to operating systems and commercial off-the-shelf(COTS)software and is subject to equipment configuration limits. 2. Software is an option which must be related to the procurement of equipment. 3. . Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment(Band 4&5) purchased, is allowed and maybe procured after the initial purchase of equipment. I b. Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. 5. Managed Print Services are not allowed. c. Third Party Products. 1. Contract Vendors can only offer Third Party Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network(WAN)operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating,State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. i i 4 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 154 of 1076 COMPUTER EQUIPMENT . ... j��PiS�ta 2014-2019 ". DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A - TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS &INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues.A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response.Any suggestions for alternate language shall be presented. j The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms&Conditions form apart of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement(includes negotiated Terms&Conditions) c. The Solicitation including all Addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary.Any conflict among these documents shall be resolved by giving priority'to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibitor Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception. has been negotiated. 3. ADDENDA TO THE RFP.Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum.Addenda will be numbered consecutively in the order they are issued. 4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP,for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders,whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re- issue the solicitation,whichever is in the best interest of the Lead State. The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP,the responder.shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 155 of 1076 specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. I 6. COMPLETION OF RESPONSES.A response may be rejected if it is conditional or incomplete. Responses that contain conflicting,false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR.The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Susan Kahle Acquisition Management Specialist Fax: 651.297.3996 Department of Administration E-mail: susan.kahleostate.mn.us Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR.All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final. By executing this Contract;the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials- as as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must: a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a responseto the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to,the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due:date and.time.Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter,fax or email, or posted on the Materials Management website,www.mmd.adrnin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD)Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE,AND RETURN. Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT.A written Master Agreement(including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference)and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 6 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 156 of 1076 i 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditionsthereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION.A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competitive advantage over other vendors; or; b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 1S: NOTICES. If one party is required to give notice tothe other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained.A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes.All notices to the.Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-M-2600 i i i i i 7 CONTRACT No. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 157 of 1076 MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent(0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on.sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional.fee be paid directly to the state on purchases made by Purchasing Entities within that state.For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state.All such agreements may not affect the WSCA-NASPO Administrative Fee.or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement(includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary.Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibitor Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails.unless a mutually agreed exception has been negotiated. 3. AMENDMENTS.The terms of this Master Agreement hall not be waived altered, modified supplementeded or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws(15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. i 5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. 7. CONFIDENTIALITY NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED. 7.1 Confidentiality.The parties acknowledges that they and their employees or agents may, in the course of providing the Product and Services under this Master Agreement, be exposed to or acquire information that is confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed 8 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 158 of 1076 i confidential obtained in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records,(c) information concerning individuals, (d) software, (e) product. plans, (f)marketing and sales information, (g) customer lists, and (h) "know-how,"or trade secrets, is confidential information ("Confidential Information"). Any reports or other documents or items(including software)that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information. Confidential.Information does not include information that(a) is or becomes.(other than by disclosure by disclosing party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in:recipient party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or; (f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had no access to the Confidential Information 7.2 Non-Disclosure. The parties shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, parties shall advise each other immediately if they learn or have reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief against any such person. Except as directed in writing , the parties will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents, papers, and other matter in the recipient party's possession that embody Confidentiahnformation. Notwithstanding the foregoing, the recipient party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential Information, may cause irreparable injury that is inadequately compensable in damages. Accordingly, the injured party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. The parties acknowledge and agree that the covenants contained herein are necessary for the protection of the legitimate business interests and are reasonable in scope and content. 7.4 Participating Entity,is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws. 8, DEBARMENT.:The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible.,or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a Written explanation for review by WSCA-NASPO. In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 2D, Minnesota Terms and Conditions 9. DEFAULTS&REMEDIES. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty(30)calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole 9 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 159 of 1076 discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and . ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and Vii. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity.shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor.Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim,dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State.. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17. 14. INDEMNIFICATION—INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17. 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities, The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. n modified b a Participating Addendum Contract Vendor shall .during the term of 17. INSURANCE. Except to the extent y p g g this Master Agreement, maintain in full force and effect,the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating.Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreeme.nt's termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 160 of 1076 Coverage shall be written on an occurrence basis.The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a. Commercial General Liability covering the risks of bodily injury(including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b. Contract.Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this.Master Agreement and shall have a condition that they not be revoked by the insurer until thirty(30)calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that(i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty(30) days prior written notice, and (iii) provides that.the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty(30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. 18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED—SEE SECTION 211330 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. 20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its:sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law:with regard to any action based on this Contract. If a claim must be brought in a federal forum,then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State, 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments,. shipping labels(if possible), packing slips, invoices, and on all correspondence. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative purchasing program for.state government departments, institutions, agencies and political subdivisions(e.g., colleges, school districts, counties, cities, etc.,)for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. 23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official, 24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month 11 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 161 of 1076 on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political j subdivision "Purchasing Card"with no additional charge, 25. PUBLIC INFORMATION.. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in.Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating.State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government(including its grant awarding entities and the U.S. Comptroller General), j and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five(5)years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later,to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity; or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entity's law. 27. REPORTS -SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at httpa/www.naspo.orgANNCPO1Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter(as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing.Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last I day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CD-Rom,jump drive or other electronic matter as determined by the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The.format for the detailed sales data report is in Section 6, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. j d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO I 12 CONTRACT NO. MNWNG-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 162 of 1076 shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. I 28. ACCEPTANCE AND ACCEPTANCE TESTING. A.Acceptance. Purchasing Entity(the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine.whether all Products and Services delivered meet the. Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the.Contractor within thirty(30)calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31St day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. B.Acceptance Testing.The Purchasing Entity(the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in.regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable,the terms regarding Acceptance in the Contract shall prevail. 29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a'system' is defined.at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. NEGOTIATED. OWNERSHIP a. Ownership of Documents/Copyright.Any reports, studies, photographs, negatives, databases, computer programs, or other documents,whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement.The Contract Vendor shall not use;willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity. b. Rights,Title and Interest. All:rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which:arises out of the performance of the Master Agreement,will be the property of the Purchasing Entity and are, by the Master.Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in.the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire"as defined in the U.S. Copyright Act. c. Notwithstanding the above,the Purchasing Entity will not own.any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. Subject to payment in full for the products, equipment or services, the Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non-exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement. Contract Vendor will retain all right, title and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to(a)all know-how, intellectual property; methodologies,.processes, technologies, algorithms, software or development tools used in performing the services, and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms,.templates or output which are developed, created or otherwise used by or on behalf of Contract Vendor in the course of performing the services 13 CONTRACT NO. MNWNC•108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 163 of 1076 i I i or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information or data of Ordering Entity(collectively,the"Residual IP"), even if embedded in the deliverable. 31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following:: (a)the Product performs according to the specifications(b)the Product is suitable for the ordinary purposes for which such Product is used, (c)the Product is designed and manufactured in a commercially reasonable manner, and (d)the Product is free of defects. j For third party products sold.by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numt;rers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, the Contract Vendor will repair or replace(at no charge to the Purchasing Entity)the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this Warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court; 33. LIMITATION OF LIABILITY. NEGOTIATED. A. CONTRACT VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING.OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT OBLIGATIONS OR CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING: (1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR(5) DELIVERABLES, DELL PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE. B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF QR IN CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCEQ FROM THIS MASTER AGREEMENT(INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLLARS ($10,000,000). C. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN. CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIQNS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR CONTRACT VENDOR'S SALE OF PRODUCTS, SOFTWARE OR SERVICES TO ORDERING ENTITY,AND SUCH LIMITATIONS WILL APPY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 34. SERVICE AGREEMENTS. NEGOTIATED.Contract Vendor may provide Services, Software or Deliverables to you in accordance with one or more"Service Agreements." "Service Agreements"are service contract¢, including "Service Descriptions"available at www.dell.com/servicecontracts/us, "Statements of Work,"and any other such mutually agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any other Service Agreement, so that all of the provisions are given as full effect as possible. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the 14 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 164 of 1076 E foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 35. SOFTWARE LICENSE. NEGOTIATED. Software(defined as any software, library, utility, tool, or other computer or program code, in object(binary)or source-code form as well as the related documentation provided by Contract Vendor to Purchasing Entity) is subject to the separate license agreements accompanying the Software, along with any product guides,'operating manuals, or other documentation included with the software media packaging or presented:to Purchasing Entity during the installation or use of the Software. Purchasing Entity agrees that it will be bound by such license agreement. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws.. in the event of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 36. EXPORT COMPLIANCE.: NEGOTIATED.Contract Vendor, Lead State and Purchasing Entities acknowledge that products(including software) sold or licensed under this Master Agreement are subject to the export control laws and regulations of the United States and other countries from which they were supplied and in which they are used and Purchasing Entity agrees to abide by those laws and regulations. Purchasing Entity warrants that any software provided by it and used as a part of the services supplied by Contract Vendor under this Master Agreement contains no encryption or to the extent that it contains encryption such software is approved for export under the relevant laws or regulations. 37. RETURNS AND EXCHANGES. NEGOTIATED. Contract Vendor's return policy can be found at www.dell.com/returnspolicy and applies to any returns and exchanges. Before returning or exchanging a Product, Purchasing Entity must contact Contract Vendor directly to obtain an authorization number to include with the return. Purchasing Entity must return Products to Contract Vendor in their original or equivalent packaging, and Purchasing Entity is responsible for risk of loss, as well as shipping and handling fees.Additional fees, including up to a 15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss, damage, or modification of a Product, or processing of a Product for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with the original purchase. This.restocking fee shall not apply in the case of Contract Vendor error. i i 15 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 165 of 1076 MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. 2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1,2010, which entails, in part, the Web Content Accessibility Guidelines(WCAG)2.0(Level AA) and Section 508 Subparts A-D which can.be viewed at http:/Iwww.mmd.admin.state.mn.us/pdf/accessibility standard. df Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered,VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates(VPATS)for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.goy/oet`/policies-and-standards/accessibility)#. 3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing.Any employee of the Contract Vendor who,: in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee. 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs,timetable, or increased or decreased scope of work.An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required bylaw. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. 6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases.All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. j I 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, ]INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal,the prospective lower tier participant[responder] is providing the certification set out below. I 2. The certification in.this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at anytime the prospective lower tier participant learns that its certification 16 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 166 of 1076 i was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily.excluded, as used in this clause, have the meaning set.out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000]with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion—Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended,ineligible,or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous.A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for. debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. I 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS.The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products An during the term of the Master Agreement shall go through a formal review process.A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement.as:Well as defining how adding the product will enhance the Master Agreement.The Lead State may request that products, other than those recommended, are added to the Master Agreement.. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement,the Lead State requires that independent manufacturers and resellers cooperate with the already established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or 17 CONTRACT NO. MNWNC-106 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 167 of 1076 amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval. 10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of I conflict minerals, as required by Section 13(p)of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www:sec.gov/rules/final/2012/34-67716.Pdf. 11. COPYRIGHTED MATERIAL WAIVER.The Lead State reserves the right to use, reproduce and publish proposals in I any manner necessary for State agencies and local units of government to access the responses and/or to respond to h request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing, photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials,:it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and.employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law,the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed. 14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices.Act, Minn.-Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time)as it applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article,the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State. The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act(and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work. 15. HAZARDOUS SUBSTANCES.To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents asset forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances.A copy must be included with each delivery. 16. HUMAN RIGHTSIAFFIRMATIVE ACTION.The Lead State requires affirmative action compliance by its Contract Vendors in accordance with.Minn. Stat. § 363A.36 and Minn. R. 5000..:3400 to 5000.3600. a. Covered contracts.and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of$100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds$100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds$100,000 and the Contract Vendor employed more than 18 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 168 of 1076 i i 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. §363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. §363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. §363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. §363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate Of compliance and contract consequences in that event.A contract awarded without a certificate of compliance may be voided. c. Minn, R. 5000.3400-5000.3600 implement Minn. Stat.§363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of Compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn.R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract:Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The.Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. §363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees: (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. 19 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 169 of 1076 f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. §363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. §363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION.NEGOTIATED.The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and.the Participating Entity, its representatives and employees, from any and all third party claims or causes of action for personal bodily injury, including death, and damage to tangible personal property, including all legal fees incurred by the Lead State and the Participating Entity arising from the negligence in the performance of the Master f Agreement by the Contract Vendor or its agents, employees, or subcontractors.This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will j seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party against the Participating Entity that Products, Software, Services or Deliverables (excluding Third-Party Products and open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"),the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability(including legal fees)arising out of such a claim,whether or not such claim is successful against the Participating Entity. If Contract Vendor receives prompt notice such a claim that in the Contract Vendor's opinion is likely to result in an adverse ruling, the Contract Vendor shall at its option (1)obtain a right for the Participating Entity to continue using such Products, Deliverables or Software or allow Contract Vendor to continue performing the Services; (2) modify such Products, Software, Services or Deliverables to make them non-infringing; (3) replace such Products, Software, Services or.Deliverables with a non-infringing equivalent; or(4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables or Software. Notwithstanding the foregoing, Contract Vendor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on behalf of Contract Vendor;(2)the combination, operation, or use of the Products, Software, Services or Deliverables in connection with a third-party product, software or service(the combination of which causes the claimed infringement); or(3) Contract Vendor's compliance with Participating Entity's written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Participating Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor receiving prompt written notice of the third-party claim or action for which Contract Vendor must indemnify Participating Entity, (y) Contract Vendor having the right to solely control the defense and resolution of such claim or action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action. This Section states Participating Entity's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to Participating Entity. 19. JURISDICTION AND VENUE.This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA.Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards 20 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 170 of 1076 i I a. That the effective interactive control and use of the technology, including the operating system applications j programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. §270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax:laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; a the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational.conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator,the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed,and the terms"Contract,""Contract Vendor,""Master Agreement", "Master Agreement Administrator"and "Contract Administrator" modified appropriately to preserve the State's rights. 24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors(if any) comply with the Payment Card Industry Data:Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications"shall include, but are not limited.to, all purchased and custom external (web) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder; including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which.conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security 21 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 171 of 1076 I review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. 25. PERFORMANCE WHILE DISPUTE!S PENDING. Notwithstanding the existence of a dispute, the parties shall continue.without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 26. PREFERENCE. Targeted/Economically Disadvantaged.ln accordance with Minn. Stat.§ 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically.disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first$500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the.Materials Management Division's web site at www.mmd.admin.state.mn.usunder"Vendor Information, Directory of Certified TG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under"Vendor j Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651.296.2600: Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7,the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that j state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response, I Veteran. In accordance with Minn. Stat. § 16C.16, subd..6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at anytime on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at anytime by the United.States Department of Veterans Affairs; or (3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat. § 16C.19(d), a veteran-owned small business,the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a:service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of.Federal Regulations, title 38, part 74. To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first$500,000 of the response. If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are.the subject of the Master Agreement without the prior written consent of the 22 CONTRACT NO. MNWNC-908 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 172 of 1076 i i i State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 29. PURCHASE ORDERS. NEGOTIATED. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents(e.g., invoices, packing slips, etc.).The Ordering Entity's purchase order constitutes a binding contract. Unless otherwise expressly agreed between a Purchasing Entity and the Contract Vendor, any preprinted terms on the Purchasing Entity's purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Master Agreement or the Participating Addendum shall be binding on Contract Vendor. 30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: a. :reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable;and f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement. 31. RISK OF LOSS OR DAMAGE, The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent. 32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void,then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 33. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s)to audit this Master Agreement and transactions. 34. SURVIVABILITY.The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: j Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. i 35. TRADE SECRETICONFIDENTIAL INFORMATION.Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37 i 23 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.R Page 173 of 1076 I COMPUTER EQUIPMENT IiIHOSO)LI2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING 1. BAND(S)AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage. 2. PRICE STRUCTURE.The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all"quantity one' procurements.An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE.These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST.The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website.All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions. 5. PRODUCT AND SERVICE SCHEDULE(PSS).The Product and Service Schedule(PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The:PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award.and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. 6. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULKIVOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh.schedule is subject to change. See current configurations: htti)://www.wnpsp.com/index.htmi. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade-Ins. 11. SERVICES.Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 24 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 174 of 1076 i I 12. LEASING.The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT.All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, j receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to"address has no receiving dock or agents,the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor:. 14. DELIVERY. Delivery of ordered product should be completed within thirty(30)calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. I 25 CONTRACT N0. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 175 of 1076 COMPUTER EQUIPMENT IiIHIHOSOtdtip( 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING SCHEDULE 1. BASELINE PRICING DELL RETAIL PRICE LIST LINK: htta./iftobox.us.dG]I.com/sicitweekiYIM ricers ort df 2. ■ DISCOUNTS–(CATEGORY • BANDS) CATEGORY • DESKTOPBAND 1 BAND 2 LAPTOP BAND 3 TABLET H 4% •+ ■4 SERVER A 115% .+ ■ 5 STORAGE + IMPORTANT: The:minimum discount is provided,refer to Contract Vendor's Website for any additional discounts and request a q uote for bulk/volume discounts.All prices shall be FOB Destination,prepaid and allowed(with freight included in the price).If there is a special case where inside delivery fee must be charged,the Contract Vendor will notify the customer in.advance. h CATEGQRY;EXCEPTI0N5 Toner F 1.5% i UaIUe`Latitude,:p tiPtex;Vlforkstatoiz,Selectedpfodutts H 4% , Selected Promo Offers,Inspiron;Selected Latitude,SC PowerEdge;Selected Dell j EMC,DeII Branded S 2.5% Peri heralsllma in : PowerConnect,Axim,Projector,Printer $.are-Warts selee d Dirnerislbn3. B.iand THIRD PARTY PRODUCTSBANDS)„ GATI=GORY—EXCEPTIONS”, Selected Third PartyProducts(software andperipherals) X .5% Selected Third Pa. Printers; ° 4. SERVICES Services are;at the option of ParlI'*"' ig$totes",;Participating Addendurils by each State may atldress'senrice agreement terms and related travel.States tray negotiate additional senrici?s The itialonry'of Dell branded hardware`includes a'one year tivan-anty; Customer may purchase warranty upgrades-:for 2,3 yearsfor certain Deil branded ha[dware as offered py DeII dor Dell standard warranty mformafion see hit';l/uywtiv,doll comlleaminsler iuscq ,.�lsoliitionsllimited=fa'a *6 a+nrarrartiies Selected Service on Poweredge Departmental Servers;Directline Service;.4-Hr On-Site Critical Care Plus; O 13.3% Business CarePlus On-Site Service(all years `''On.site, Next Business:Da "OnsiteXtended rs,'CnticaCOare On-site Service%all' rs;=other SVE877,777 5. LEASING Participating Addendum ma identify if and how Ieasin a reement terms will be conducted. 6. ADDITIONAL DISCOUNTS a. Per Transaction Multiple Unit:Contact your Sales Representative for additional discounts for volume purchases. Minimum Dollar Volume Associated with Maximum Dollar Volume Associated with Cat A only,Single Transaction,Maximum of 10 ship to Single Transaction Single Transaction Locations $50,000.00 $99,999.99 Greater than or Equal to 1% $100,000.00 $199,999.99 Greater than or Equal to 2% $200,000.00 $499,999.99 Greater than or Equal to 4% $500,000.00 $999,999.99 Greater than or Equal to 6% $1,000,000.00 1 No Maximum Greater than or Equal to 8% b. Cumulative:Cumulative Discounts are managed at the Master Agreement Level based on total volume. Cumulative Dell Spend"Gates" Category A Discount Adjustment to.the Matrix U to$2B 13.5% $213 to$413 14% $4B to$fib 14.5% $6B to$86 15% $813 to$1013 15.5% Over$10B 16% c. Other Discounts provided:For purchases made online via Dell.com,Dell offers an additional 0.5%per category,except for Category O. For online purchases of Category O Services,Dell will offer a 13.5%discount. 26 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 176 of 1076 COMPUTER EQUIPMENT �.. .. i!t78S8)td7 2014-2019 DEPARTMENT:OF AnMrNIsrRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS) 1. MAINTAINING THE PSS. The Product and Service Schedule(PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States.restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information: a. Band number b. Part#-SKU# c. Manufacturer d. Description e. Minimum Discount f. Category Code(This code will be refined during the approval process) g. Other fields approved by the Lead State 2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. j Suggested format is provided below: MANUFACTURER NAME DATE: BASELINE PRICE LIST: LINK: i BAND Part#-SKU# MANUFACTURER DESCRIPTION MINIMUM CATEGORY DISCOUNT CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 ZZZZZZZ LAPTOP CART 10% 2TM 3 123A ABC SUPER TABLET 25% 3A 4. THIRD PARTY PRODUCTS:A list of third party products is to be submitted to the Lead State.Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract'Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance.The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing.the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. i i 27 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 177 of 1076 i I I I I i i I COMPUTER EQUIPMENT INTOSO)ItHy 2014-2019 DEPARTMENT OF ADMINISTRATION I MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD i EXHIBIT D - WEBSITE 1. IMPLEMENTATION.Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. if the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved,the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. i 2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available(i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a. Baseline Price List and historic versions b. Approved Product and Service Schedule(PSS) c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d. Third Party Product list.will be clearly posted on the Vendor provided website and updated as products are approved . e. Link to the WSCA-NASPO EmarketCenter f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns(warranty and maintenance), problem reporting, and billing concerns h. Sales representatives for participating entities is Purchase order tracking j. Available Twenty-four(24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k. Additional Terms may.not be posted on the Website without written approval of the Lead State I. Link to the WSCA-NASPO EmarketCenter if a State is participating m. Information on accessibility and accessible products n. If participating in Premium Savings Package Program, lead.with these products and display prominently on the website o. Links to environmental certification, including but not limited to take-back/recycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-677.16.pdf q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc. s. Link to Signed Participating Addendums t. Link to Signed Master Agreement u. Link to solicitation and Response 3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will i cease and be removed from public viewing access without redirecting to another website. I 28 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i Page 178 of 1076 i COMPUTER EQUIPMENT ... 2014-2019 DEPARTMENT OF ADMIN15TRAVON MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests..The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement# with (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: _Update of Product&Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed _Third Party Product Addition Provide warranty Guarantee ^Marketing Approval Attach Materials for review Material Website Change Describe and provide link for review Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: 29 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 179 of 1076 j I COMPUTER EQUIPMENT .* iingS1?f a 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST FORM (ARF) ACTION REQUEST FORM LOG Submit updated Action Log with each update. Log must provide history of previous update. CONTRACT VENDOR: Contact Name and Email (for questions): DATE: DATE ACTION REQUESTED: DATE SUBMITTED APPROVED 14 30 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 180 of 1076 IN '6 - COMPUTER EQUIPMENT �..I. .. S61by 2014-2019 DEPARTMENT OF AD&rmisTRATION f I MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F - REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty.free, transferable right to display, modify, copy, and otherwise use reports, data.and information provided. 2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter. I 'FROM TO DUE I Q1 January 1 March 31 Aril 30 Q2 Aril 1 June 30 July 31 Q3 July 1 September 30 October 31 Q4 October 1 December 31 January 31 3. REQUIRED REPORTS: Report Name Submitted to Purpose& Submittal 1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA- NASPO NASPO 1)Go to: http://www,naspo.orgM7NCPO/Calculator.aspx 2)Complete all contract report information fields 3) Enter total sales per State or Select"no sales for quarter" checkbox 4)Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a.portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package(PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 31 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 181 of 1076 JL COMPUTER EQUIPMENT ..., .. j��eSQa 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G - DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may.be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1)the processor, 2)display monitor and 3) input devices usually a keyboard and a mouse.All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit.A laptop can be used.away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control.All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host)to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band: R-.011-0& -DEVICES Ruggedlized refefs to devires speGifirally designed to operate reliably on harsh usage BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 32 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. Page 182 of 1076 2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star@. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specification s:and a list of qualifying products, visit the Energy Star website at http:/1www;eneLgystar.cIov. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard -the IEEE 1680 EPEAT standard—and website www.epeat.net to identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard for electronic products. FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and.responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C:08 defines general consulting for the State of Minnesota. https:llwww.revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit.A laptop can be used away from an j outlet using a rechargeable battery, Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included:under the Laptop Band. Lead State. The State conducting this.cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment. Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middleware is the software"glue"that helps programs and databases(which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software. Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity(e.g., ordering procedures specific to a Participating State)and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to i provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon. Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program; in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state. Partner. A company,authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and i 33 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i Page 183 of 1076 i maintenance for all peripherals on the Master Agreement. Examples of peripheralslaccessoriesloptions Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits.Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band. Per Transaction Multiple Unit Discount.A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase. Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to.maintain and upgrade(keep pace with the advance of technology)the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract.: See http://www.wnpsp.com/index.html. Purchasing Entity—means a state, city, county; district, other political subdivision of a State,and a nonprofit organization under the laws of some states if authorized by a Participating Addendum,that issues an order against the Master Agreement and becomes financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de-installation,factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation.A server is a physical computer dedicated to run one or more services or applications (as a host)to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software:preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. I Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data.This band f includes SAN switching necessaryfor the proper functioning of the storage environment. Ruggedized equipment:may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork)that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service(STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software"applies to all parts of software and.documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation.A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life. Third Party Products. Products sold by the Contract Vendor which are manufactured by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase, Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials(NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and.political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.)for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. DELL MARKETING L.P.EQUIPMENT E 34 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER 4 � Pa9e 184 of 1076 6.H. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R119-052-Approve and authorize the City Manager to sign an Agreement utilizing the US Communities Contract# EV2370, with the City of Kansas City being the lead agency, with Graybar Electrical Company for the purchase of electrical parts and components, and lighting for an estimated annual expenditure of$70,000. The US Communities process satisfies the City's competitive bid requirements. EXPLANATION OF REQUEST: Contract Term: February 1, 2018 to January 31, 2023 US Communities is a national cooperative purchasing program providing procurement resources and solutions to local and state government agencies. The City of Kansas City is the lead agency on this contract that is offered through US Communities for agencies to utilize. As the lead agency, the City of Kansas City solicited proposals through an RFP, meeting our City's competitive bid requirements. This approval will allow for the purchase of electrical parts and components, and lighting for Warehouse stock and various applications throughout the City. The parts are necessary for staff to utilize during their daily task and to purchase new lighting and equipment when needed. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? This will enable the purchase of lighting and electrical parts and components to be utilized when needed. FISCAL IMPACT: Budgeted Funds are budgeted and available for account 502-0000-141-0100 for the estimated cost of$70,000. FY 16/17 expenditures $54,327.40 FY 17/18 expenditures $61,451.78 ALTERNATIVES: To not approve utilizing the contract and issue our own bid. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 185 of 1076 Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution approving piggy-back agreement with Graybar D Agreement Piggy-back Agreement with Graybar D Addendum Contract D Addendum Discounts® Electrical D Addendum Discounts® Lighting D Addendum Discounts® General D Addendum US Communities® City of Kansas D Addendum Letter of Intent Page 186 of 1076 I RESOLUTION NO. R19- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN 5 AN AGREEMENT WITH GRAYBAR ELECTRIC COMPANY, 6 UTILIZING THE KANSAS CITY, MISSOURI CONTRACT NO. 7 EV2370, THROUGH US COMMUNITIES COOPERATIVE 8 PURCHASING PROGRAM IN THE AMOUNT OF $70,000.00; AND 9 PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, there is a need for the purchase of electrical parts and components; and 13 lighting for Warehouse stock and various applications throughout the City which are necessary 14 for staff to utilize during their daily tasks and to purchase new lighting and equipment when 15 needed; and 16 WHEREAS, the City has utilized the US Communities cooperative purchasing 17 program in the past for electrical/lighting needs; and 18 WHEREAS, this Agreement allows for the ordering of these supplies; and 19 WHEREAS, the City Commission of the City of Boynton Beach, upon the 20 recommendation of staff, deems it in the best interest of the citizens and residents of the City 21 of Boynton Beach to approve and authorize the City Manager to sign an Agreement with 22 Graybar Electric Company of West Palm Beach, Florida utilizing the pricing from the Kansas 23 City, MO Contract No. EV2370 in the amount of $70,000.00 for the purchase of electrical 24 parts components and lighting for warehouse stock and various applications throughout the 25 City. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being 29 true and correct and are hereby made a specific part of this Resolution upon adoption hereof. S:ACA\RESO\Agreements\Piggy-back-KC MO(Electric and Lighting Warehouse Stock)Crraybar-Reso.docx Page 187 of 1076 30 Section 2. The City Commission of the City of Boynton Beach hereby approves 31 and authorizes the City Manager to sign an Agreement with Graybar Electric Company of 32 West Palm Beach, Florida utilizing the pricing from the Kansas City, MO Contract No. 33 EV2370 in the amount of $70,000.00 for the purchase of electrical parts components and 34 lighting for warehouse stock and various applications throughout the City, a copy of which is 35 attached hereto as Exhibit"A" 36 Section 3. That this Resolution shall become effective immediately upon passage. 37 PASSED AND ADOPTED this day of , 2019. 38 CITY OF BOYNTON BEACH, FLORIDA 39 40 YES NO 41 42 Mayor— Steven B. Grant 43 44 Vice Mayor— Christina L. Romelus 45 46 Commissioner—Mack McCray 47 48 Commissioner—Justin Katz 49 50 Commissioner—Ty Penserga 51 52 VOTE 53 ATTEST: 54 55 56 57 Judith A. Pyle, CMC 58 City Clerk 59 60 61 (Corporate Seal) 62 S:ACA\RESO\Agreements\Piggy-back-KC MO(Electric and Lighting Warehouse Stock)Crraybar-Reso.docx Page 188 of 1076 ELECTRICAL/LIGHTING SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between GRAYBAR ELECTRIC COMPANY, INC., a Foreign corporation authorized to do business in the State of Florida with an address of 1871 Old Okeechobee Road, West Palm Beach, FL 33409 ("GRAYBAR"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the "City"). RECITALS WHEREAS, the CITY has utilized US Communities, a national cooperative purchasing program,in the past for electrical/lighting supplies throughout the City. There is a need to purchase electrical compenents and lighting supplies for warehouse stock and various applications throughout the City and utilizing the pricing from the Kansas City, Missouri contract through the US Communities cooperative purchasing program is an appropriate opportunity; and WHEREAS, GRAYBAR, has agreed to allow the City to piggy-back the Kansas City, Missouri Contract No. EV2370, to provide Electrical/Lighting Supplies through January 31, 2023 for an amount not to exceed $70,000.00 at prices based on Kansas City, Missouri contract; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and GRAYBAR agree that GRAYBAR shall provide Electrical/Lighting Supplies for Warehouse Stock and various epplications through January 31, 2023 for an amount not to exceed $70,000.00 at prices based on the Kansas City, Missouri Contract No. EV2370 through US Communities cooperative purchasing program, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to Kansas City, Jackson County, Missouri shall be deemed as references to the City of Boynton Beach, Palm Beach County, Florida. B. All Notices to the City shall be sent to: Page 1 S:ACA\AGMTS\Piggyback(KC MO)Graybar Electrical Lighting Supplies(wH Stock)Agmt.Docx Page 189 of 1076 City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010 /Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice,in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Section 13. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 1) Keep and maintain public records required by the CITY to perform the service; Page 2 S:ACA\AGMTS\Piggyback(KC MO)Graybar Electrical Lighting Supplies(wH Stock)Agmt.Docx Page 190 of 1076 2) 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; 3) 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, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records,in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the Kansas City, Missouri Contract is amended, or terminated, GRAYBAR shall notify the City within ten (10) days. In the event the Kansas City, Missouri Contract is amended or terminated prior to its expiration, this Contract shall remain in full force and effect, and not be deemed amended or terminated,until specifically amended or terminated by the parties hereto. Section 4. GRAYBAR agrees that in the event it enters into a Contract for the same (or substantially similar) scope of services with another local government in Florida which contains a term or condition,including fees, charges or costs,which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Page 3 S:ACA\AGMTS\Piggyback(KC MO)Graybar Electrical Lighting Supplies(WH Stock)Agmt.Docx Page 191 of 1076 Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the Kansas City, Missouri Contract are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney GRAYBAR ELECTRIC COMPANY, INC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 S:ACA\AGMTS\Piggyback(KC MO)Graybar Electrical Lighting Supplies(wH Stock)Agmt.Docx Page 192 of 1076 EXHIBIT A AGREEMENT BETWEEN KANSAS CITY, MISSOURI AND GRAYBAR ELECTRIC COMPANY, INC. Page 5 S:ACA\AGMTS\Piggyback(KC MO)Graybar Electrical Lighting Supplies(WH Stock)Agmt.Docx Page 193 Of 1 076 DocuSign I 7 1 0B3DE1 BBDO MASTER CONTRACT FOR PRODUCTS AND SERVICES-THE CITY OF KANSAS CITY, MISSOURI CONTRACT NO.: EV2370 II . I hiting, Don C2MMMpIpations and Security Prgdugtv and Rginted and,,Solutions THIS Contract is between KANSAS CITY, MISSOURI, a constitutionallymunicipal corporation {" '). See. 1. The Contract. The Contract between the CITY and CONTRACTOR consistsfollowing Contract Documents: ( ) this Contract; ( ) r , 2017, that is attached hereto and Incorporated Into this , ( is Incorporated into thisW (d) any CITY Issued ; ( Is into a CITY issued Purchase Order, (f) any and all Attachments and Exhibits . All documents listed in this Section 1 shall be collectivelyr incorporated i i uAgreernenr and "Contract"Contracr and are used interchangeably in this terms "Agreemenf and "Contracr and "Contract Documente each Include all Documents." Sec . 2. Initial Term of Contract and Additional Periods. (a) Initial Term. The Initial term of this Contract shall begin on February 1, 2018, and shall end on January 31, 2023. The Manager of Pmcurement Services Is authorized to enter into an amendment of thisitthis Contract and time of performance r this Contract. ( ) Renewal Terms. time tl the initial term, the CITY, i i ithis Contract for up to three (3) additional r terms. MAS T o ODU ________m S AND VICES Page I of 20 (REV. 1 - - ) Page 194 of 1076 Dacufflgn Envdope I :4AO25638-AEOPADFO-9947-61093DEIBBDO Transitioniinitial optionsall , CONTRACTOR and CITY shall continue Contract it the CITY has a now contract in place with either provider r until the CITY terminates . Sec. 3. Purchase Orders and Work Orders. (a) Purchase Order. CITY shall order all Electrical, Lighting, Date Communications, Security Products and Related Products, Services i or "Products and Servloesw or mServiceendepending means of a Purchase Order Issued ' whichI Finance. CONTRACTOR I not providew or"Products and Services" " i containedexcess of the dollar amount in any Purchase Order even If there Is an executed Work Order between the CITYentitled paymentany from CITY In excess of the dollar amount of the Purchase Orders from CITY even If such amount is authorized in a Work Order executed by CITY . All Purchase Orders shall automatically the Contract and all Contract requirements even if the Contract is not reftrenoed. ( shall timely iall Goods and Products ordered by the CITY used interchangeably under this (c) Services or Work Orders for both Products and Services. provideI. The CITY may request CONTRACTOR to i Services. isubmitting fServices or r both Products and Servicesi I , the obtainCONTRACTOR must ion from the CITY's ServicesProcurement provideshall not perform any Services or iunless Manager of Procurement Services iServices both Products and Services iIncluding the Pricing , Products and Services . 2. Prior to the Manager of Procurement Services r' iprovide Servicest to a CITY Department, the Manager of Procurement Services : Obtaina. i If the estimated cost of the Services i dollar thresholds for MBEANBE goals and Workforce Goals for MBE/WBE I ; ® Have the CITY'sDirector of Human Relations determinewhether Services ! Prevailing requirements Performance and Maintenance ; MASTT FOR PRODUCTS AND SERVICES Page 2 of 20 (REV. 12-05-16) Page 195 of 1076 DocuSIgn Envelope ID:4A025538-AE6A49F9-W7-61 019313151139130 ® Any other Legal requirements including compliance with the CITY's SLBE requIrements d. N the CITY's MBE/WBE program requirements are not applicable due to not meeting the dollar thresholds. 3. If the Manager of Procurement Services authorizes CONTRACTOR to submit a Proposal for Services or fbr both Products and Services, CONTRACTOR shall submit a detailed Proposal that Includes the Scope of Services, the Proposed Schedule, the Price and If applicable, comply wIth MBE/WBE goals, Prevailing Wage requirements, and Payment Bond and Performance Bond requirements, or SLBE requirements. If the CITY and CONTRACTOR agree to CONTRACTOR's Proposal, the CITY will Issue a Purchase Order and Work Order that is executed by the CITY and CONTRACTOR. All Work Orders and Purchase Orders signed by the CITY and CONTRACTOR shall automatically Incorporate this Contract (even If the Work Order does not specifically Incorporate this Contract). (d) CONTRACTOR shall bill the City, In a form acceptable to the City, on the following basis: monthly. See. 4, Effective Date of Contract. (a) Notwithstanding Section 2 of this Contract, neither party has any obligation under this Contract until the Manager of Procurement Services issues a Purchase Order which shall be signed by the City's. Director of Finance ceftffAng there is a balance, otherwise unencumbered, to the credit of the appropriation to which the expenditure is to be charged, and a cash balance, otherMse unencumbered, in the treasury, to the credit of the fund from which payment will be made, each sufficient to meet the obligation Incurred In the Purchase Order. (b) The date of the first Purchase Order issued by the CITY Is the efliective date of this Contract. (c) The date of the first Purchase Order Issued by the CITY after the CITY renews this Contract shall be the eftative date of the renewal term or transition term. See. 5. Invoices. (a) CONTRACTOR shall submit to CITY a request for payment (hereinafter "Invoice") for services performed in sufficient detail for the CITY to determine that the amount CONTRACTOR is requesting Is In fact due and payable. (b) CITY shall not pay any Invoice fmm CONTRACTOR unless CONTRACTOR .is in compliance with, and not In breach or defauft of, all terms, covenants and conditions of this Contract. If damages are sustained by CITY as a result of breach or default by CONTRACTOR, CITY may withhold payment(s)to CONTRACTOR for the purpose of set off until such time as the exact amount of damages due to CITY from CONTRACTOR may be determined. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 3 of 20 (REV. 12-05-16) Page 196 of 1076 DocuSign Envelope ID:4A025638AEGA-49F9-9947-81 083DE1 BBDO (c) CITY shall not process CONTRACTOR's Invoice unless CONTRACTOR's Invoice is in proper form, correctly computed, and is approved by CITY as payable under the terms of this Contract. (d) CITY Is not liable for any obligation incurred by CONTRACTOR except as approved under the provisions of this Contract. (a) If CONTRACTOR Is required to meet MBE/WBE goals for this Contract, CONTRACTOR shall not submit an Invoice to the City unless CONTRACTOR's Invoice is accompanied by a copy of the most recent 00485.01 MMBE Monthly Utilization Report submitted by CONTRACTOR to the CIVs Human Relations Department. CONTRACTOR shall remain current on CONTRACTOR's filing of 00485.01 MANBE Monthly Utilization Reports. CITY shall not pay CONTRACTOR's Invoice unless CONTRACTOR is ourrard on CONTRACTOR's filing of 00485.01 MMBE Monthly Utilization Reports. (f) Payment terms are not 30 days. See. 6. Representations and Warranties of CONTRACTOR. CONTRACTOR hereby represents and warrants to the CITY the following: (a) CONTRACTOR is in good standing under the laws of the state of Missouri and each state in which it does business, except any such state where the failure to be in good standing would not have a material adverse effect on CONTRACTOR's ability to perform this Contract In accordance with its terms. (b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly authorized by all necessary corporate action and do not and will not (1) require any consent or approval of CONTRACTOR's board of directors; (11) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or Instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (111) violate any provision of any low, rule or regulation or of any order,writ, injunction or decree presently In effect having applicability to CONTRACTOR or Its articles or by-laws; and (Iv) result in a breach of or constitute a default under any material agreement, lease or instrument to which CONTRACTOR Is a party or by which It or Its properties may be bound or affected. (c) CONTRACTOR shall not enter Into any contract for the services to CITY that purports to grant a security interest or right of repossession to any person or entity respecting the services, or any portions thereof or chattels placed thereon. (d) There is no Iffigaflon, proceeding or other Investigation pending or, to the knowledge of CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of the transaction contemplated by this Contract or would have a materially adverse effect on CONTRACTOR. (a) CONTRACTOR warrants that all goods and Products are sold free of any security Interest and will make available to CITY all transferable warranties (including without limitation MASTER CONTRACT FOR PRODUCTS AND SERVICES Pege 4 of 20 (REV.12-05-16) Page 197 of 1076 Dccuftn 47-81OB3DEIBBDO warranUes with respect to Intellectual infringement) WARRANTIES,manufacturer of the goods. CONTRACTOR MAKES NO OTHER IMPLIED AND SPECIFICALLY FITNESSI CONNECTIONAUTHORIZED REPRESENTATIVE OF SELLER, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR 1APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY, POTENTIALSITUATION, WHERE THE GOODS HAVE I OR WHERE A SIX(6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED TIMES.AT ALL (i) Neither party shall be liable lay or failure to perform under thist In the event and to the extent that such delay or failurecivil , acts of I , delay in transportation, legislative action, govemment regulations reasonable . representations,See. 7. Survival of the Representations, Warranties and Covon@nW All i hereinand covenants expressed ion of this Contract for the benefit of the parties Sec. 8. Governing Law. ThisI In laws of the State of Missouri ii Missouri's iprovisions. CONTRACTOR: (1) submit to the jurisdictionin Jackson County, Missouri, ivl jurisdiction will t raise convenlens as an objection to the locationlitigation. See. t any time upon fifteen ( notice CONTRACTOR specifying the effectivetermination, Is Contract, iIn . Sec. 10. Default and Remedies. ( ) If CONTRACTOR shallI l this I tertninate thisI , withhold payment or invoke legal or equitable remedy aftegiving ( ) days written notice opportunity . O If CITYll be in default or breach of any provisionthis , CONTRACTOR may terminate igiving noticedays written I . ( ) 1TY's remedies under thisr the purchase of Goods and Products are subject to any limitations conti in manufacturers terms and conditions , whichcopy of 'l i liability shall be limited either repair purchase price, Ioption, in no case shall liable incidental . In addition, claims loss In in writing (5)days after receipt of shipment. CONTRACTMASTER DUCTS AND SERVICES Page 5 of 20 (REV. 12-05-16) Page 198 of 1076 Docuffign Envek*o ID:4AQ25038AEW49F9W7-810B3DE I BBDQ The limitation of remedies Imposed by this Section is only applicable to Products and Goods provI ded by CONTRACTOR and this limitation of remedies section is not applicable If CONTRACTOR provides Services or both Product% Goods and Services pursuant to Section 3(c)of this Contract. See. 11. Waiver. Waiver by CITY of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the some or of any other term, covenant or condition. No term, covenant, or condition of this Contract can be waived except by written consent of CITY, and forbearance or indulgence by CITY In any regard whatsoever shall not constitute a waiver of some to be performed by CONTRACTOR to which the some may apply and, it complete performance by CONTRACTOR of the term, covenant or condition, CITY shall be entitled to invoke any remedy available to it under this Contract or by law despite any such forbearance or Indulgence. Sec. 12. Acceptance. No payment made under this Contract shall be proof of satisfactory performance of the Contract, either wholly or in part, and no payment shall be construed as acceptance of deficient or unsatisfactory services. See. 13. Records. (a) For purposes of this Section: 1. mCITYff shall mean the City Auditor, the City's Internal Auditor, the CKYs Director of Human Relations, the City Manager,the City department administering this Contract and their delegates and agents. . ° shall mean any document, book, paper, photograph, map, sound recordings or other material, regardless of physical form or characteristics, made or received in connection with this Contract and all Contract amendments and renewals. (b) CONTRACTOR shall maintain and retain all Records for a term of five (5) years that shall begin after the expiration or termination of this Contract and all Contract amendments. CITY shall have a right to examine or audit all Records, and CONTRACTOR shall provide access to CITY of all Records upon ton (10)days written notice from the CITY. (c) The books, documents and records of CONTRACTOR In connection with this Contract shall be made available to the City Auditor, the CIWs Internal Auditor, the Cws Director of Human Relations and the City department administering this Contract within ton (10) days after the written request Is made. Sec. 14. Affirmative Actiom If this Contract exceeds $300,000.00 and Contractor employs f1fty (50) or more people, Contractor shall comply with City's Affirmative Action requirements in accordance with the provisions of Chapter 3 of City's Code, the rules and regulations relating to those sections, and any additions or amendments thereto; In executing any Contract subject to said provisions, Contractor warrants that it has an affirmative action program in place and will maintain the affirmative action program in place for the duration of the Contract. Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, national origin or ancestry, disability, sexual orientation, gender Identity or age in a manner prohibited by Chapter 3 of Citys Code. Contractor shall: MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 6 of 20 (REV 12-05-16) Page 199 of 1076 Docuftn Envdope ID: - 7- 1 9 I Submit, i i r electronic format, a copy of Contractors current certificatecompliance to the City's l t under the Contract, unless a copy has already been submitted to HRD at I t within the previous two (2) calendar years. If, and only if, Contractor does not possess a current certification of compliance, Contrat shall submit, In print or electronic format, a copy of its affirmative action program to HRD prior , pointunless a copy has already been submitted to HRD at any i iprevious calendar . ( ) Require any Subcontractor awarded a subcontract exceedin?i Subcontractor r In will maintain the affirmative action program in placeI t . (c) Obtain from any Subcontractor awarded a subcontract exceeding $300,000.00 a copy of the currentSubcontractors certificate of compliance , in print electronic , to HRD withini . If, and only If, Subcontractor does not possess a current. certificate of compliance, Contractor shall obtain a copy of the Subcontractor's affirmative action a copy of the same, i the subcontract is executed. actionCity has the right to take 1 ity's Human Relations Department to enforce this provision. If Contractor falls, i i , then such failure shall be deemed a total breach of this Contracti t , canceled or suspended, i In t ineligible contracts funded by City r . This Is this . Compliance.Sec. 15. Tax If the CITY's payments to CONTRACTOR exceed $180,000.01 for the period shallof May 1st through April 30th, CONTRACTOR provide proof of compliance ' ordinancesinistered by the CITY's Commissioner of Revenue as a preconditionmaking underthe first payment this Contract. CONTRACTOR also shallthe CITY proof of compliance with the CITY's tax ordinancesinistered by the CITY's Commissioner of Revenue as a condition makingprecedent to the CITY r the Contract. . policy commodities used or® supplied in the performance of any CITY Contract or any subcontract thersto shall be manufactured or produced In the United States whenever possible. See. 17. Notices. AJI notices to be givenIn writing and may be given, depositingby In the United States mailnotified, postpaid and registered or certified with return receipt requested or by delivering the same in person to such person. Notice In the mail in accordance with the provisionsll be effective stated in such noticeIn this Contract from and after the second day next following on the' envelope containing such notice. NotivIn any otherif receivedwhen ices shall be sent to the following . i , Missouri Procurement Services iii 414 East 12th Street, 1 st Floor, Room 102 W Kansas City, Missouri 64106 Attention: , C.P.M., Manager MASTER TSERVICES Page 7 of 20 (REV. -05_1 Page 200 of 1076 DowSign Ehvelope I ;4AO25638-AE&A-49FO4947113 1 13BBDO E-mail: ceddc.rowan(dkcm2.oM Telephone: (816) 513-0814 Facsimile: (816)513-1066 With copies to: Law Department of Kansas City, Missouri 414 East 12th Street, 23d Floor Kansas City, Missouri 64106 ® Cecilia Abbott, Esq., City Attorney E-mail: cooill . MO.0 Telephone: (816)513-3127 Fax: (816) 513-3133 If to the CONTRACTOR: Graybar Electric Company, Inc. Ronald Drescher, National Sales Manager, Corporate Sales 11885 Lackland Road St. Louis, Missouri 63146 E-mail: ron.drescherftaravbancom Telephone: (301)306-3263 Mobile: (301)830-1424 See. 18. General lndemnlflcadon. (a) For purposes of this Section only, the following terms shall have the meanings listed: 1. Claims means all claims, damages, liability, losses, costs and expenses, court costs and reasonable attorneys' fees, including attorneys' fees incurred by the CITY in the enforcement of this indemnity obligation. 2. CONTRACTOR's Agents means CONTRACTOR's officers, employees, subcontractors, successors, assigns, invitees, and other agents. 3. CITY means CITY, its Agencies, Its agents, officials, officers and employees. (b) CONTRACTOFrs obligations under this Section with respect to indemnification for acts or omissions, including negligence, of CITY. shall be limited to the coverage and limits of Insurance that CONTRACTOR Is required to procure and maintain under this Contract. CONTRACTOR affirms that it has had the opportunity to recover all costs of the insurance requI rements imposed by this Contract In Its contract price. (c) CONTRACTOR shall defend Indemnify and hold harmless CITY from and against all claims arising out of or resulting from all acts or omissions in connection with this Contract caused in whole or in part by CONTRACTOR or CONTRACTOR's Agents, regardless of whether or not caused in part by any act or omission, Including negligence, of CITY. CONTRACTOR is nut obligated under this Section to indemnify CITY for the sole negligence of CITY. (d) In no event shall the language In this Section constitute or be construed as a waiver or limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 8 of 20 (REV.12-05-16) Page 201 of 1076 Docuftn Envidope ID:4AD25638-AEOX49FO-9947-81OB3DEIBBDO immunity, or other official immunities and protections as provided by the federal and state constitutions or by low. Sec. ® Indemnification for Professional Negligence. If this contract is for professional services, CONTRACTOR shall indemnify, and hold harmless CITY and any of Its agencies, officials, officers, or empI oyees from and against all claims, damages, liability, losses, costs, and expenses, Including reasonabI e aftomays' fees, arising out of any negligent acts or omissions in connection with this Contract, caused by CONTRACTOR, Its employees, agents, subcontractors, or caused by others for whom CONTRACTOR is liable, in the performance of professional services under this Contract. CONTRACTOR is not obligated under this Section to indemnify CITY for the negligent acts of CITY or any of Its agencies, officials, officers, or employees. See.20. Insurance. (a) CONTRACTOR shall procure and maintain in effect throughout the tarrn of this Contract Insurance policies with coverage not lose than the types and amounts specified In this Section. CONTRACTOR must have: 1. Commercial General Liability Insurance Policy: with limits of $1,000,000 per occurrence and $2,000,000 aggregate, written on an moccurrencem basis. The policy shalI be written or endorsed to include the following provisions: & Severability of Interests Coverage applying to Additional Insureds b. Contractual Liability c. Per Project Aggregate Liability Limit or, where not available, the aggregate limit shall be $2,000,000. d. No Contractual Liability Limitation Endorsement e. Additional Insured Endorsement, ISO form CG20 10, current edition, or Its equivalent. 2. Workers' Compensation Insurance and Employers Liability Policies as required by Missouri law. 3. Commercial Automobile Liability Insurance Policy: with a limit of $1,000,000 per occurrence, covering owned, hired, and non-owned automobiles. The Policy shall provide coverage on an many auto" basis and on an "occurrence" basis. This insurance policy will be written on a Commercial Business Auto form, or acceptable equI valent, and will protect against claims arising out of the operation of motor vehicles, as to acts done In connection with the Contract, by CONTRACTOR. 4. If this Contract Is for professional services, CONTRACTOR shall obtain Professional Liability Insurance with limb per claim and annual aggregate of$1,000,000. (b) All insurance policies required in this Section shall provide that the policy will not be canceI ed until after the Insurer provides the CITY ton (10)days written notice of cancellation in the event that the cancellation is for CONTRACTOR's nonpayment of premiums and thirty (30)days wrKten notice of cancellation to CITY lbr all other reasons of cancellation. MASTER CONTRACT FOR PRODUCTS AND SERVICES Nge 9 of 20 (REV. 12-05-16) Page 202 of 1076 DocuSign Envelope is 4AD25636-AE&fi-49FMO47-81OB3DEIBBDO (c) The Commercial General and Automobile Liability Insurance Policies specified above shall provide that CITY and Its agencies, agents, officials, offilcers, and employees, while acting within the scope of their authority, will be named as additional Insureds for the services performed under this ® CONTRACTOR shall provide to CITY at execution of this Contract a certificate of Insurance showing all required endorsements and additional insureds. (d) All insurance policies must be provided by Insurance Companies that have an A.M. Bests rating of "A-\r or better, and are licensed or approved by the State of Missouri to provide insurance in Missouri. (e) Regardless of any approval by CITY, CONTRACTOR shall maintain the required insurance coverage in force at all times during the term of this Contract. CONTRACTOR's failure to maintain the required Insurance coverage will not relieve CONTRACTOR of Its contractual obligation to Indemnify the CITY pursuant to this Section of this Contract. In the event CONTRACTOR it to maintain the required insurance coverage in effect, CITY may declare CONTRACTOR In default. (f) In no event shall the language in this Section constitute or be construed as a waiver or limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental immunity, or other official immunities and protections as provided by the federal and state constitutions or by law. See. 21. Interpretation of the Contract. (a) CITY selected CONTRACTOR through a negotiated procurement process rather then an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at arm's length prior to entering a final contract ti acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have lncorporatqd multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average Intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CIIY9 taxpayers receive the benefit or advantage In the construction and interpretation of this Agreement, regardless of the normal judicial rules of contract construction even if the construction and interpretation of the Agreement will cost the CONTRACTOR more money and time. CITY and CONTRACTOR agree that CITY's Manager of Procurement Services shall, in cooperation with a representative of supplier, resolve all disagreements as to the meaning of this Agreement or any ambiguity In this Agreement. The decision of Cilys Manager of Procurement shall be final and conclusive if all parties have acted in good faith. (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR's attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 10 of 20 (REV. 12-05-16) Page 203 of 1076 DocuSign Envelope ID:4A02W38-AEBA-49FO-9947-81 0133DE1 BBDO adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement. (c) CONTRACTOR certifies that CONTRACTOR has either (1) waived Its right to have CONTRACTOR's attorney review this Section and Agreement; or (2) CONTRACTOR has consuI ted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and voluntarily agrees to this Section, as amended, and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue Influence. See. 22. Contract Exectrtlon. This Contract may be executed in one or more counterparts, each of which will be deemed an original copy of this Contract and all of which, when taken together, will be deemed to constitute one and the same Contract. This Contract shall be effective upon the execution of counterparts by both parties, notwithstanding that both parties may not sign the same' counterpart. The parties' signatures transmitted by facsimile or by other electronic means shall be proof of the execution of this Contract and shall be acceptable In a court of law. See. 23. Guaranteed Lowest Pricing. CONTRACTOR certifies that this Contract contains CONTRACTOR's lowest and best pricing for all services supplied by CONTRACTOR to any government, governmental entity, political subdivision, city, state, school district or any other public entity in the United States as of the date of this Contract. CONTRACTOR represents that the prices set for herein am not less favorabI e than those currently extended to any other similarly situated government, governmental entity, political subdivision, city, state, school district or other public entity customer, for the same goods, in equal or sailor quantities, as part of similar market basket, and under similar terms. See. 24. Assignability and Subcontracting. (a) Assignability. Contractor shall not assign or transfer any part or all of Contractors obligation or Interest In this Contract without prior written approval of City. If Contractor shall assign or transfer any of its obligations or interests under this Contract without the City's prior written approval, it shall constitute a material breach of this Contract. This provision shall not prohibit contractor from subcontracting as otherwise provided for herein. (b) Subcontracting. Contractor shall not subcontract any part or all of Contractors obligations or interests in this Contract unless the subcontractor has been identified in a fbrrnat required by City. If Contractor shall subcontract any part of Contractor's obligations or interests under this Contract without having identified the subcontractor, it shall constitute a material breach of this Contract. The utilization of subcontractors shall not relieve Contractor of any of Its responsibilities under the Contract, and Contractor shall remain responsible to City for the negligent acts, errors, omissions or neglect of any subcontractor and of such subcontractor's officers, agents and employees. City shall have the right to reject, at any point during the term of this Contract, any subcontractor identified by Contractor, and to require that any subcontractor cease working under this Contract. Citys right shall be exercisable In its sole and subjective discretion. City shall not be obligated to pay or be liable fbr payment of any monies which may be due to any subcontractor. Contractor shall Include In any subcontract a requirement that the subcontractor comply with all requirements of this Contract in performing Contractor's services hereunder. MASTER C NTRACT FOR PRODUCTS AND SERVICES Page 11 d20 (REV. 12-05-16) Page 204 of 1076 DocuSign Envelope ID:4AD25638-AEVAOFO-M7-81OB3DElBBDO See. 25. Professional Services — Conflict of Interest • If this Contract is, for professional servI ces other then for medical doctors or appraisers, CONTRACTOR cartifies that CONTRACTOR Is not an expert witness for any party In litigation against the CITY at the time of the issuance of this Contract. Sec. 26. Minority and Women's Business Enterprises. (a) CONTRACTOR shall assist City Certified Minority Business Enterprises(MBEs), CRY Certified Woman Business Enterprises(WBEs)and City Certified Small Local Business Enterprises(SLBEs)grow, develop, and prosper in the public sector by implementation of the requirements of this Section. (b) CONTRACTORshall provide the same U.S. Communities national discounted pricing received by the City to City Certified MBEs, WBEs and SLBEs when City Certified MBEs, WBEs, and SLBEs bid or submit a proposal on City of Kansas City, Missouri Construction or Maintenance Solicitations and other public sector Construction and Maintenance Solicitations to allow City Certified MBEs,WBEs, and SLBEs, to incorporate the same National Discounted U.S. Communities pricing received by the City In their bids and proposals to the City and other public entities and save the taxpayers money. See. 27. Employee Eligibility Verification. CONTRACTOR shall execute and submit an affidavit, in a form proscribed by the CITY, affirming that CONTRACTOR does not knowingly employ any person in connection with the contracted services who does not have the legal right or authorization under federal I aw to work in the United States as defined in 8 U.S.C. §1324a(h)(3). CONTRACTOR shall attach to the affidavit documentation sufficient to establish CONTRACTOR's enrollment and participation In an electronic verification of work program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration and Reform and Control Act of 1986. CONTRACTOR may obtain additional information about E-Verify and enroll at verify.uscis.gov/enroll/StartEaAe.asgx?JS=YES. For those CONTRACTORs enrolled In E-Verify, the first and last pages of the E-Verify Memorandum of Understanding that CONTRACTOR will obtain upon successfully enrolling in the program shall constitute sufficient documentation for purposes of complying with this section. CONTRACTOR shall submit the affidavit and attachments to the CITY prior to execution of the contract, or at any point during the term of the contract if requested by the CITY. Sec. 28. Emergencies. (a) Disaster means any large scale event such as an act of terrorism, fire, wind, flood, earthquake or other natural or man-made calamity which results in, or has the potential to result In a significant loss of life or property. (b) During and after a disaster, CONTRACTOR shall provide special services to the CITY including CONTRACTOR shall open CONTRACTOR's facilities even on nights and weekends as necessary to meet the needs of the City during a disaster. (c) CONTRACTOR shall not charge CITY any fee for opening facilities during an emergency or for extending CONTRACTOR's hours of operation during a disaster. CITY shall pay CONTRACTOR the agreed upon contract prices for all purchases made by CITY during the MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 12 of 20 (REV. 12-Orp-le) Page 205 of 1076 Dorouftn Enve"ID:4AO25&MAEGAAOFB-9947-81OB3DEIBBDO disaster and CONTRACTOR shall not charge CITY any additional mark-up, fee or cost fbr any purchases made by CITY during a disaster. (d) CONTRACTOR shall quickly mobilize CONTRACTOR's internal and external resources to assist CITY when a disaster unfbids. (a) Extended hours and personnel. During disasters, CONTRACTOR's facilities shall stay open 24 hours If requested by the CITY. CONTRACTOR shall utilize additional CONTRACTOR personnel to take CITY orders If necessary. CONTRACTOR's Call Center shall accept phone orders 24 hours a day. (f) CONTRACTOR shall have contingency plans with CONTRACTOR's suppliers to provide additional supplies and equipment quickly to CITY as needed. (g) CONTRACTOR shall cooperate with CITY to properly document any and all expenses incurred by CITY with CONTRACTOR and CONTRACTOR shall assist CITY in meeting any and all documentation requirements of the Federal Emergency Management Agency (FEMA). Sec. 29. Inme of Delivery. Delivery Is required to be made in accordance with the schedule shown In the solicitation and purchase order. Sec. 30. F.O.B. Destination. All deliveries of Products shall be F.O.B. Destination and all freight charges are Included in the Purchase Price charged by CONTRACTOR to the CITY. (a) The proposed pricing applies to normally stocked Graybar materials. Discounts offered are based on the Graybar List Price or Cost In effect at time of order. (b) Standard delivery policy provides customers with next day service,free of charge,for materials stocked In the branch and within the standard service area. (c) Orders requiring same-day or expedited next-day service, non-stock items, special order or special handling and materials obtained from other Graybar warehouses or manufacturers, may include shipping or handling charges.Any shipping, handling or other costs will be negotiated at time of order. See. 31. Quality. AJI Products shall be new, in current production, and the best of their kind. When applicable, parts and maintenance shall be reasonably available. Now equipment that is obsolete or technically outdated is not acceptable. Remanufactured or reconditioned items are not considered new. Items shall be properly packaged, packed, labeled, and Identified In accordance with commercial standards acceptable to the trade and as required by ICC and other federal and state regulations. Packing slips will accompany the shipment. Sec. 32. Brand Name or Equal. Whenever the name of the manufacturer or the supplier Is mentioned on the face hereof and the words mor equal" do not follow, it shall be deemed that the words "or equal" shall follow such designations unless the face hereof specifies "no substitutionsu. The CITY may assume that Rome submitted are equal or it may request samples and proof thereof and unless approved before shipment, reserves right to return at the CONTRACTOR'S expense all Items that are not acceptable as MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 13 of 20 (REV. 12-05-16) Page 206 of 1076 DocuSign Envelope ID: - 7W 9 0B3DE1 BBDO equals, said Items to be replaced by the CONTRACTOR withthe original submitted price. Sec. 33. Commercial Warranty. The CONTRACTOR agrees that the Products and Services furnished commercialunder this Contract shall be covered by the most favorable warranties gives to any customer forsuch supplies i iprovided addftlon to and do not limit lghts afforded to the CITY by any other clause of this contract. CONTRACTOR represents that the warrantiesi t less favorable than those currently extended to any other similarly v I entity, politicalsubdivision, , school district or other public , for the some , in equal or less quantities, undersimilar market basket, and similar terms. ® Sellers Invoice. Invoices l in duplicate purchase order. Separate Invoices i . Invoices shall contain following Infiormation: purchase order , item number, description of supplies or services, , unit price,of measure, quarrifty, unit . Acceptance.Sec. 35. Inspection and Inspection and aoceptapos will be at destinationspecified otherwise, and will be made by the CITY department shown in the shipping authorized representative of the CITY. Untillig , and after any rejection, risk of loss ill be on the CONTRACTOR unless loss resultsthe CITY. CONTRACTOR VAII be notified of rejected shipments. I , Items will be returnedfreight collect. Sec. 36. Loss and Damaged Shipments. Risk loss or damage to Rams prior to the timeit receipt and acceptance by the CITY Is upon the ® The CITY has no obligation shipmentsmerchandise though the damage was t apparent or discovered untilf items. ® Late Shipments. CONTRACTOR is ite to notify the CITYreceiving Remo and the Senior Buyer of any late or delayedi t to cancel all or any part of an order If the shipmentIs not made as promised. Sec. 36. Tax Exemption - Federal and State. (a) The CITY Is exempt from Federal Excise and Transportation Chapter , Internal Revenue Code. The federal tax registration . 'Louis ! is No. 43740340K. ( ) The CITY Is exempt from payment of Missouri Sales and Use Tax in Section ( Article , of the Missouri Constitution and Sections exemptionRSMo 1969 and supplement thereto. A copy of the Tax is available See. 39. Annual Appropriation of Funds. (a) Mufti-year term supply and serviceioptions to renew term contracts are subject to I appropriation of funds by the City Council. Payments made consideredunder term contracts and leases are items MASTER CONTRACT o PRODUCTS AND SERVICES14 of2 (REV. ) Page 207 of 1076 DocuSign Envelope IM 4AO25&M-AE6A-49FO-M7-81OB3DEIBBDO funded when issued,therefore are current expense items and are not subject to anysubsequent appropriatI on of funds. (b) In the event sufficient funds am not appropriated for the payment of lease payments or anticipated term contract payments required to be paid In the next occurring lease or contract term and If no funds are legally available from other sources, the lease or contract may be terminated at the and of the original term or renewal term and the CITY shall not be obligated to make further payments beyond the then current original or renemW term. The CITY will provide notI ce of Its Inability to continue the lease or contract at such time as the Manager of Procurement Services Is aware of the nonappropriation of funds; however, failure to notify does not renew the term of lease or contract. If a lease Is cancelled, the events of default will occur as described In the lease and/or the section titled TERMINATION FOR DEFAULT. The CITY has no monetary obligations in event of termination or reduction of a term contract since such contracts represent estimated quantities and are not funded as a contract, but only to the extent of purchase orders issued. Sec.40. Performance and Maintenance Bond and Payment Bond. (a) If a Work Order is estimated to exceed $50,000.00 and Is for the erection, construction, alteration, repair or improvement of any building, road, street, public utility or other public facility owned by the public entity as defined by Section 107.170, RSMo, CONTRACTOR shall obtain a performance and maintenance bond and payment bond as required by this Section. The City approved performance and maintenance bond and payment bond are incorporated in this Contract by reference and Contractor shall require its Surety to issue the performance and maintenance bonds and payment bonds on City approved forms. (b) All Bonds shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of AuthorKy as Acceptable Sureties on Federal Bonds and as Acceptable ReInsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A certified copy of such agents authority to act must accompany all Bonds signed by an agent. If the surety on any Bond furnished by Seller is declared bankrupt or becomes Insolvent, or its right to do business is terminated In any state where any part of the Project Is located or it ceases to meet the requirement of the preceding sentence, Seller shall within twenty (20)days thereafter substitute another Bond and surety, both of which must be acceptable to City. (c) The performance and maintenance bond and payment bond shall remain in effect at least one (1)year after the date when final payment becomes due, except as provided otherwise by Laws or Regulations or by the Contract Documents. (d) AJI Bonds required by the Contract Documents to be purchased and maintained by CONTRACTOR shall be obtained from surety that Is duly'llcensed in the State of Missouri and In the jurisdiction in which the Project Is located, If not In Missouri, to Issue Bonds. All surety companlesshall hold an A.M. Best rating of B+, V, or better. (e) If the surety on any Bond furnished by Contractor is declared bankrupt or becomes Insolvent, or Its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirement of Paragraph 5.01 B, Contractor shall within twenty (20) days thereafter substitute another Bond and surety, both of which must be acceptable to City. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page IS cwf 20 (REV. 12w05-16) Page 208 of 1076 Sec . 41. Prevailing Wage. A. Prevailing includes work that requires payment of prevailingt forth I ), CONTRACTOR shelf pay workers III i i r the Law,work that meets definitionthe ""Includes construction, reconstruction, Improvement, enlargement, alteration, paintingi ." "Maintenance is not subject to the Low is i , but not the replacement, of existingfacilities size,the t of the existingilii Is increased." with;1. Contractor shall comply and require its Subcontractors to comply a. Sections 10 to 290.340, RSMo the State of Missouri Prevailing "Lawn), and Order)b. 8 CSR.30-3.010 to 8 CS R 30-3.060, the Prevailing Wage Law Rules (the"Rules"); and c. the Annual Wage Order (Wage issued by the State of Missouri's IndustrialLabor and i ; and Increase)d. any applicable Annual Incremental Wage Increase (Wage Order. 2. The Law, Rules, Wage Order and any Wage Increase are incorporated into and made part hereof this Contract and shall be collectivelyin thisi "Prevailing Wage ." In the event this Contract is renewed for an additional term, the Wage Order In i ' , as amended by any applicable Wage Increase, shall be deemed incorporated hereinshall remainin effect for the duration of the additional applicable Wage Increase shall governi the fact thattbeing physicallyreplaced might be i . ® Contractor shall pay and require under this Contract not lose than the prevailing work performed by the worker In , Wage Order and any applicableI insure that the prevailing.hourly wage rates are paidr and each of its Subcontractors r the class or type of work performed by the worker i accordance with the Prevailing Requirements. 4. Prior Its Subcontractors , Contractor shall require each Subcontractor to complete Citysentitled "° rCertificationo that sets forth the Subcontractor's ill li the two (2) years prior to the bid. Contractori rCertifications available to Citywithin )days after written request. shall5. Contractor keep and requireIn the construction publicin performance of the Contract Contractor : ® Keep and require each of Its Subcontractors engaged in the constructionpublic In performance of the Contract to keep fulli "Daily Labor Force Reporr Form indicating the worker's name, occupaticlassification group and ill and the workers' hours. City shall furnish blankiDaily Labor MASTER CONTRACT FOR PRODUCTS AND SERVICES ftge 16 of 20 (REV. -1 Page 209 of 1076 DocuSign Envelope ICS, - - 7 Fares Report Form to Contractor for its i . Contractor shall submitIts Subcontractors Daily Labor Force Reports to CRY each day; and b. Submit, and require each of Its Subcontractors engaged In i works in performance of the Contract to submit, electronically, in a format prescribed by Certifiedthe City, I Report Information indicating the worker's name, address, social security number, occupation(s), craft(s) of every worker employed in connection with I r of hours worked by each worker and the actual wages paid in connection with the Project and otherpertinent Information requested by the City; and c. Submit, and require each of Its Subcontractors engaged in the constructionpublic works In performance of the Contract it, electronically, In format prescribed by the City, a Payroll Cartifloation. The Payroll Certificationt be signed employee or agent who pays r supervises the Contract for the Contractor and each Subcontractor. The Daily iCartifled PayrollivSection A 6. Contractor shall make all Inspection representativesany authorized i i Department of Labor and Industrial Relations i shall not be destroyed or removed from the State of Missouri followingl the publici . Contractor shall have Its its Subcontractors Certified Payroll Certificationsit tCity electronicallyi i . In addition, all Records shall be consideredpublic record and Contractor i In within i . City, in its sole discretion, may require expense.requested the Record at Contractor's statement7. Contractor shall post and keep posted a clearly legible of all prevailing rateswage i II workers employed by Contractor and each of its Subcontractors in the performance of this Contract In a prominent and easilyitplace at the Site of workers.the Work by all 8. If the Contract Price exceeds $250,000.00, Contractor shall and shall require each Subcontractor engaged in any construction of public works to have Its name, acceptable recognizableabbreviation or !I of the principal imotorized place of equipment which Is used in connection with the Project during the time Contractor r Subcontractor Is ilegible I (20') feet, but the sizelettering t Inches. In cases where equipmentis leased or where afflxlngiequipment is impractical, the ContractorI Information requiredi In place of affixing requiredinformation i Is not In i t i federal statute, rule or regulation. Motor vehiclesisimilar MASTER CONTRACT Vii Page 17 of 20 (REV. 1 -1 Page 210 of 1076 ID.-4AO25638-AEP,"Fg-9947-81OB3DEIBBDO Information ! regulatory exemptfederal government are from the provisionsi 1 . 9. Contractor in Contractoes or any Subcontractors' Records, or Subcontractors'Contractor's or any violations any Wage Increase II r notice from City. 10. Contractor shall and I require RelationsDepartment of Labor and Industrial In I , Rules, Annual Wage Order and any Wage Increase. Contractor Irequire permitSubcontractors to i t of Labor and Industrial Relations to Interview ll workers during workingt Contractor's sole cost and expense. 1.Contractor shallf City, upon completion therefore, affidevits-from Contractor and each of Its t fullyied with the provisions and requirements 'r v ili . City shall t make, final payment until the affidavits, in proper form and order, from Contractor and each of It a Subcontractors, are flied . i2.Contractor I forfeit as a statutorythe City one hundred dollars each worker employed, for each calendar day, r portion thereof, such worker is paid less then the prevailing hourly ratesi , by Contractorr by Subcontractors.any of Contractoed If Contractor or any of Its Subcontractors have violated any section(s)of 290.210 to 290.340, , In the course of the execution of the Contract, City shall when making payments to the Contractor becoming due under this , withholdi sectionsviolation of . B. Prevailing Wage Damages. Contractort, based on the violationsexperience of City, issouri Prevailing Wage Act, whether by Contractor or its additionalSubcontractors, commonly result In t additional costs to City for any particular it ion are difficult to establishinclude but are not limited constructionto: costs of , additional work for City, additional Interest expenses, investigations, and the cost of establi i ii it division workingthe City Manager to monitor prevailingcompliance. 1. In the event of the failure by Contractorr any of its Subcontractors to pay wages as provided In the Missouri Prevailing Wage Act, City shall be entitled Contract i liquidated , ($100.00) per day. per worker who is paidprevailing approximate additional costs. The sum shall be deducted, paid or owed whether or not the Contract Times i . 2. City shall give written notice to Contractor underpaid, the amount of the statutory penalty and the amount of the liquidated provided whichity upon written request. If Contractor falls respond within the specified , the City'soriginal i f Contractor i idecision writing within f completing investigation. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 18 of 20 (REV.1 Page 211 of 1076 Docuftn Envelope ID:4A02503B-AEGA-4QF9-QH7-81083DE1 BBDO C. Excessive Unemployment. 1. Resident LaboreW means laborers who have been residents of the State of Missouri for at I east thirty days and who intend to remain Missouri residents, and residents of Nonrestrictive States. 2. nNonrestrictive States"' means states identified by the Missouri Department of Labor and I Relations Division of Labor Standards that have not enacted state laws restricting Missouri laborers from working on public works projects. A list of Nonrestrictive States can be found on the Division web site at blg:i6Mw.dolir.mo.00v/18/index.htm. 3. A period of Excessive Unemployment is declared when the Missouri Department of Labor and Industrial Relations Division of Labor Standards provides notice of such declaration. When in affect, notice will be provided on the Division web site at hftD://www.dolir.Mg_goy/isrindex.htm. It is Contractoes obligation to determine whether a period of Excessive Unemployment is in affect when this Contract Is I . 4. Contractor agrees to follow the provisions of Section 290.560 - 290.575 RSMo and agrees that If a period of Excessive Unemployment has been' declared at any point during the term of this Contract, it will employ and require all Subcontractors of whatever tier to employ only Resident Laborers for the Work to be performed under this Contract. Provided, however, Contractor may use laborers who are not Resident Laborers when Resident Laborers are not available or are incapable of performing the particular type:of work,involved If Contractor so certifies in writing to City and City Issues a written approval.'This provision does not apply to regularly employed nonresident executive, supervisory or technical employees. Sec. 42. Workforce. If Contractor is required to pay prevailing wages for the work.perforrhed pursuant to this Contract, Contractor agrees to comply with all requirements of City's Construction Employment Program as enacted in City's Code, Sections 3-501 through M25 and as hereinafter amended. Contractor shall meet or exceed the construction employment goals unless the some shall have been waI ved in the manner provided by low. Contractor's compliance with this provision is a material part of this Contract. Contractor shall comply with City's Workforce Program Reporting System requirements. Contractor shall use City's Internet web based Worldorce Program Reporting System provided by'City and protocols Included in that software during the term of this Contract. Contractor shall maintain user applications to City's provided system for all applicable personnel and shall require subcontractors to maintain applications. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 19 of 20 (REV. 12-05-16) Page 212 of 1076 DocuSignI :4AO25SWAE&4,49F9-9947-81OB3DEIBBDO CONTRACTOR I hereby certffy that p have the authority to execute this document on behalf . Graybar Electric company, Inc. �i . . , , svp, sales 11/30/2017 APPROVED A ORM Assistant i TRIG: L wd&, CONTRACTMASTER U VICES Page 20 of 20 (REV.12-05-16) Page 213 of 1076 J O O O O O O O O O O O J a1 S CO CO CO CO CO CO CO CO CO CO CO a1 R E O O O O O O O O O O O IL Z o 0 0 0 0 0 0 0 0 0 0 d .N .N .N .N .N .N m o m o m o m o m o m o m 0m o m o m o m o U_ � U_ U_ U_ U_ O a` c4 Q U 0 0 c a d 0 Q p � M O N N N N M O N N LO V2 O U J 0 d O Co L H U Co p 4— LUa O p L U O L Z p :� co R E U p C � U = N CoCCO Q O N N N N N N N N N N N �♦ Q C L Q U J J J J J J J J J J J W C7 CO O o a O) i a) - T E -0UO 0) v a 0 c a I– Z 7 p "p O —O to c U L CL SZ W co CL o Q Y 2 a) Coy CUU CU 0 r a1 O U 0 "0 .S T OLU p a _ L N CD U N (n CU C C N 'a N 5 Q O N M V (u p coo co a o N U " >- 'C aa)i Q a c coi Cl d � ~ SZ _ p ? °tS ° E fl ° W Z - Q in ° C g ° 'E D O i C R O U xS U 2 ma p 4 o o Q ° 0 o w otS c +L+ N U Q Co ° � Y iL 'E t E E U V 0 SZ C7 SZ M a N 0 0 m L L Q) L a� m UN O 0 aa Z N w W O O > t t �_ o O o O W U � — ¢ ¢ O O U) U) a ¢ cn 0� V N Co (n ell LU p cn o Q O U ca T a) z M d F ! 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Oo z O } O z w a U z z z Z U 0 = z z ~ } = vi z z ~ O O C7 z F a - S z O W Z z a x S U U z w C7 S x w LU _ - z O a C7 z S S z C7 - - = Z z - Z) U` 2 N N S C) W W �_ J J LU Of J J Q Q S J J = = U Z J J J Z 0 S S U } I- X X J > O U I- Q (� J Ur Z M W J 0 J J W NWN S Q Q S S Q Z (n Z Of Of � J Z Z - Q J Of J J Z Z Z 0_ 0_ (n Q Z O 0_ LU 0_ 0_ W (4 Q P- P J U -U' m I=- Q m m O O O 0 Q Q Q W W W W W W W W Q - U U U J Z - - - - - - - - - - - r - > > > > > > > > > > > > > > > > > > > > > > > > > > > > > 4- 0 0 rlN U LU U J p O O J U p z vi w z � U U w J Q o O U) -j z p - c7 Q Q � z � �- m W 0 J W � � } a Z I- p J 0 W J 2 U W O U' 0 C7 } p z z z C7 z d z F IZ-- IZ-- z D U` z U 2 2 w E z = d 2 ~ a x S O_ U z_ = J U W - O S > 2 F LU 0 0 h U J h 2 U) J W z LU J Z 0_ U 2 J 0_ 2 U J W J J S a' S (� p I- W J ~ LU J (� U J x Q h w w J x Z C7 J Q J p g J x W W J U U W Q O w Q U g LU CL J I- - O J p W U 1 J J 2 2 O z � � Q Q Q z J U > > p } Z (n I- W W a Ci Q I- I- I- I- I- I- h I- Q 0] 0] U U U` J J J J J 2 Z Z Z Z Z Z a a a a a a a a a Of Of a Of Of Of 0-1 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Of O CL Of U) -j U O z a U) z z - z O O U) O0 z O U W z O O O o } z 0 _ U) Q U) 0_ z Q z Z F- 0_ J cn - U z z z O z z z O (D x a p W J U) S S S x U` 0_ S S U) 0 F z W J O p Z z W z U U U W Z_ U U W S I- p U J U U` 0 I- P: I- 0_ �- U J J J U Z Q � S S U) LU of W W W W = LU0 J 0 0 } Z }J U 0 of h U O W (� Z Z h h h h J qW Iq- Iq- 2 (n U` I- w 0f W U` p Q Q O 9 p W W W S-JOF2 J J U (n o J J J 2 Z a J a = (n �- O o Z Z > > > > C7 C7 C7 J J J Z z 0 0 0 0 0 0 0 Q W O 0 0 W O O O O 9 w w w w w w w w w w w w w w w of of of w w J J Q X z z z z z z z z z z z z z z z z z z z z z z z z z O O O a - - - - - - - - - - - - - - - - - - - - - - - - - - - - - z U U Z 0 U -j Q w a � r Q O x oz -j w O a a U) � z z W U a O ¢ ¢ o O Q O vi 0_ D 0_ w U CD CD LL OU O U Z Q � Q U) z z z -j 0 = U z-- z-- 0O z S S a z o a z z x U z vi J of � c7 c7 0 0 a U S cn = Q �O = W p = Q U` U` U) � ? p p p p ~ � U Z U` Z J Z 0 U` a U U` p z ol p U` W I- I- > J W W W W Z Z F Q F W J 2E F- J J X a W J Z Z �- �-LU -jJ W W W W J J S ~ S �- S p z o gLU2 C7 - - J W U U O O x 0_ 0_ o' o' o' 0_ z z w J x J O J Q > O � a p w w U U o r r w w w w x Q Q w J LU W W Q C7 C7 Z O o' o' 0 cn cn U) cn > > > > > > X J O p p p D D D D D D D D D D D D D D D D D D D D p p p p p p S c� J Q W J O 2 — U C7 0 J O J z ~ Z O O U) O S S O a U C7 U Q ~ Z ol LU z O J O x W Z U p O W Z J Z � xU O — S O z - U C7 — z J J z Of Q = z z J z x J (D � � I— z z U (D Of O C7 (D C7 C7 �— �- I- (n S J p Z W W Q 2 2 0FFz Z Z I- ~ Z h I- U Z (� W z 2 2 W .: W I- WU) F Of 0 J cn cn cn . 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(n (n z } p z x p ~ g L z U p (n (D z w Z I- Q O =Of 0 0 z U a C7 C7 U) J Q U J F- U) OJ 0 2 0 0O LU a p W p x �- (D � O U LU z Of z U w = _ (D F O p p0 w > (� X z w U z I- Q w �- 2 2 Z Z J J W U) LU O O x U = x J Z U (� F U) Q a w w z S U z x w U 0 - Z (� W W W J J S J ~ W W J U) U) of O (� J d Y_ O U J J W W W W x W U W Z Q I- J p 0 Z Z Z OJ J L- (n (n (n U) I- 0 ~ I- ~ Q O 2' W Q J Z Z Q Z 2' Z 00 O W O O a a a a J W J J J J J z d (n (n > W O O S Q r r r S S S J J J J O O O O O O O o O O O O o � � t u) Q Q Q U U U U U U U U U U U U U U U O U U O 0 0 O p p O LU w w w w w w w w w w w w I w I w I w I w I w I w w I w w w I w I w I w I w I w I w Z O Q O U O Z CL C7 Z _ O U) U = Z C7 LU p Z Q O -j U Z J J - U W J O 2 Z J 0_ Z_ LU O Z -j O Z Q Of U - 2 Z S ?_ Z J o Q ~ U O O > x = Z U } w J z r J J z Z LLL � Q C.7 W U xI- g w O p p p U C� LL Z J cn - C� W S z J (� p J p (D Of Q 0 LU p O Q 0 w w z � } w w W J Of 0 0 � x m Q F 0 � (C) LU C7 Z a J w w w 0 Z C7 w m J cn p w I` -j 2x W p p J LL O O 2' 2' 2' Z 0 U) U) U) U) U) � > > Q p W W p p � O I- W W >W >W >W >W >W >W >W LU >S >S >2 S 0 JJ >J >J >Z >Z of >of JJ >2 >O >O >O >O >O >O Z) r O rlN N O � Q -j F (6 U J (D U w( D O w = p= _ = Z Of z QU Z 0 - C7 O x � x U Z (D U J W O J J U p F- J Z Z Z J U W Z Z Z W LU W = Ur O U zLU Q U z } ry ( � U` Z m z Z Z Z U (n Z U X p 2 U` p U Z Q J h I- W � I- I- I- W p } p F O p S U I- Z I- W U Of p 2 O Z I- U` W 2 2 2 J p d W 2' W Z W 2 (n W O O J U Z z g 9 9 9 I- D O p z O d J J w w > Z J oo W � (n (n Z I- h CL W J J J J J X X X X W O J 0 Q LO p U U U S Q U) a a a a a d W W W W (n U) Q Of W Z Z U) J J J J J J J O 010 O O Q Z ~ Z W Q Q Q Q Q Q Q Q U U d S S S S S S S S S S S S U Z Z O X J J J J J J J J J J J J a a a a a a a a a a a a a a a a a a a a a a a a a a a a a U z Z _ } U 2 Z J Z d_j Z z O 0 w_ O O w U a cn O U - U cn U` W (� U U U (n Z I- W ULL J U Z w O F C7 O w a vi z C7 Q S � Z _ ¢ ? U z Q a = Z z Z z x � U a = }} - S U W F �Of U S O - J o o h `u x Z h W U` U` 2' Z Q U W J Z J U DfLu x g Z ZZ U W J Z J I- F Z - 2 W h LL J U m - �/_ -j J U S S O J Of = < Y = J O Q x of Q U � d p Z Z = S J J W J J W Of 0 W W J J LL Q O J 2 0 J J W Q W Z O J Z } } } U x Y p _ J m 0 U` U` O (n Y Y Q W Y � W Z Q Q OW } Q W W W W U` U U p J Z Z Z Z Z 2' Of J J J O O 2' 2' 2' 2' (n Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y U O J Z z (J O O O C O w a z LU z F- o w < Z Q 0 LU z = U) O z W J U` h S O �- Q O� Z S Z Z Z O W U J Z U) (D U` U U Z z Z X x W J U 2 2 W Z �- Z W Z_ J p W Z U 2 M U C7 x x J Z p ~ Z Q O W 2 0 � Z J ~ } J J Q S W Z Of Q (n F � (� I— 0 �' Q w J J J J Z U U U Z Z Z Z U - Q U x a 2 a J Z Z O w p U _ J (� U p Q Q U X O O O O Z W W W W (n U U) 2 W o Z Z Q W 2' 2' 2' 2' 2' Of 2' 2' cn x J c7 O J J O J J r r r r r r r a Q O a z = Q O O 0 w O U U U U U U U U W W W W W ( U` U` Y Y Y J J J J J J J pJ pJ J J J J J J J J W W W W W W W W W W W W W W W W W W W W W W W W W W W W W p p }J U p U � J a z U) U p Z J J U J U U U Z W W U J } (n O J C7 U) U) U) F O O ()fz O W C7 Of z Of = z a = p p a v LU LU z_ z z O cD z S _ C7 J Q Q U J � I- Of = x C7 = zZ = Z p C7 C7 J U ~ J c7 O O Q J W c7 x c7 J - c7 z ~ U x Z - J J z x w z C7 C7 C7 C7 O J Z J W C7 W C7 S m Cfl O U O J J ~ O r r J (.� W O J �- J W O I` z z w Q ¢ ¢ cn O O S S Y z Of w m J ¢ a p x r J r 0 QJQ w U P- P- J O w w J J O O O QzQ QzQ O w Q J J O O > > X X X X X } } } } } } } } } N N N N N N N N N N N 4- 0 N N (D U U) Z Z U) UU) a Q Z Q O J J U z z J Q O) = a O a w z } O F U) O Z) O = Z Q U = cn a } - w C� J O (� } (� U c7 U) 0 w a O z J Z t a z O U z r U) z W Z O a z g Of x F } ~ ( �= U 0 ~ I- I- U I- O o I- U W U U 2 J Z p .a = Z I- S J Z W p O` Q Z m Of U) U O W d Z p Q J 2 LU < Wzzz LU J r U) x C7 0 z (D OJ � + O O) x OU J cn cn cn W O O O J W Y O J �- O J > WW >W Lu >W >W >W >W U O U U U U Z U U Z J J O 0_ U) > > > > > > > > J W W W W W W J J J 2 2 O O O O O O O O O O O O O O O 0ff)f f)f f)f f)f f)f a a a a a a a a a a a a a a a a a a a a a a a a a a U Z O z } U O C7 W Q Of O 0 O Z O U Z LU p Z Z U CJ Z U x Of Z LU U Z Z Z Zzo z o J Z W I- U < W Of LuC7 Z OJ UW 9LL _ 2' = Z Z_ O Z �- Q U` U W x p Z O W Z I- (n (n O Y (n J W h W J 2 Z J W U) p O w 2' x O w W x 2' W p Y d x J (n (D � U W O ~ (D d Q J U I- J C.`I W Y w W W J = 2' } �- S S J W J Q W >U J d Q U J Z U J Z J Q > O Z d m J (n LDO p U` w I- > Q U (n (n W U W W pf Y Y Y Y Y Y J J J J J J J J J J J J J J J J J J J J U) U p U) O U U Z m N Z 0 Z O O O o O U) < � z = w z a U U J = Q JO a cn U C7 ~ z > Q U` OO O U U` U` U Z 0O U c� a w Z J a - Z Z Z > _ > W z J Z xOf LU O cn z S S w C7 p O LU U W (.� J Z la U la Z U S J J J W Z a. J Z J Z I- Z = W Z J (n Z I- p -j U U U (n h Q Z Z = Q U Z 0 OJ = U (� p Z Z Z Z J Z Z Z �- d � Z Z W Z J d J W W W W ' O J Y Q W x W W J d W Z W 2 X " O O O 2' 2' 2' 2' 2' 2' 2' LU w w w O C7 Y O a p p U U U U w W W W W W W J J J J J J J JJ J J J W W W W W W W W W W W W W W W w W w W W W w W w W w W w W w W w W W 0 ti 0 4- 0 LO ti N N Appendix C For City of Kansas City Contract#EV2370 Graybar Electric Company, Inc. Additional Discounts, Project Pricing,and Services for Contract#EV2370 INSTRUCTIONS 1) Provide any additional proposed pricing incentives 2) List Services Proposed and the percent mark up over cost Discount or Rebate Incentives Additional Pricing Incentives Graybar cannot sell at levels above the base Large Volume Purchase contract price in contract EV2370 but was Discounts awarded the right to offer deeper discount for projects,or where large quantity discounts or localized supplier negotiations are available. Graybar's standard payment terms are NET 30. Quick Payment Discount Graybar is proposing that Quick Payment Graybar's standard payment terms are NET Discounts are established by local district/branch 30. management and approved on a customer by customer basis. 1.A one half of a percent(0.5%) rebate on all purchases made in excess of one million dollars($1,000,000)annually, retroactive to dollar one. Paid Annually Graybar Annual Rebates program is located in 2.A one percent(1.0%)rebate on all Master Contract EV2370. purchases made in excess of two million Annual Rebates dollars($2,000,000)annually, retroactive to dollar one($1). Paid Annually 3.A one and one half percent(1.5%) rebate on all purchases made in excess of four million dollars ($4,000,000)annually,retroactive to dollar one($1). Paid Annually Services(please list Services Proposed) Services(please list Services Proposed) Proposed Percent(°o)Mark up Over Cost Page 276 of 1076 Summary of Services offered in contract EV2370: Graybar's awarded City of Kansas City contract and U.S.Communities national program EV2370, includes but not be limited to:Assessment, Engineering Supporting Contract Products, Analysis, RetroFit, Upgrade, Installation, Repair, Services Overview: Emergency, Recovery,Training and Integrated Below is a list of the Services to support the products we distribute major service areas through the contract EV2370. Key areas of Not to Exceed Cost Plus 26% offered. demand for services are Lighting& LED, Energy Management& Power Distribution,Start-Up& Commissioning, Repair& Retrofit,Test& Certification, Power Conditioning& Back-Up, Data Center&Technology Upgrades,Security,Wireless, Systems Integration &Testing. Below is a list of the major service areas offered. Supporting all Lighting Manufacturers in contract EV2370: Assesment,Audits,Analysis, Engineering Supporting Contract Products, Replacement, Lighting Services Not to Exceed Cost Plus 26% Retrofits,Upgrades, Integration, Installation,Start- Up&Commissioning, Project Management and Maintenance. Supporting all Electrical Manufacturers in contract EV2370: Assesment,Audits,Analysis, Engineering Supporting Contract Products, Modernization, Replacement, Retrofits, Upgrades, Power Services: Not to Exceed Cost Plus 26% Integration, Installation, Power Conditioning, UPS & Back-Up,Transformers, Motors& Generators,Project Management and Maintenance. Supporting all Inventory Management Solutions Inventory Management in contract EV2370:Smart Stock,Vending Not to Exceed Cost Plus 26% Sevices: Machines, Bar Coding,Scanners,Software& Solutions to Support Agency Initiatives. Supporting all Recyling Manufacturers and Service Affiliates in contract EV2370:Self Service/ Recycling Services: Not to Exceed Cost Plus 26% Daily Use Boxes& Buckets, Bulk Recycling, Lamp, Ballast, Electronics, Batteries, ETC.. Page 277 of 1076 Supporting all Communication and Security Manufacturers in contract EV2370: Data Center& Technology Upgrades,Wireless,Systems Integration &Testing,Structured Cabling,On-Site Product Support, Mission Critical Facility Management,Storage Solutions, Network Communication Services: Operations, Fiber&Copper CableManagement Not to Exceed Cost Plus 26% and Remote Access, Implementation and Support, Asset Management&Audio-Visual Systems. Assesment,Audits,Analysis, Engineering Supporting Contract Products, Replacement, Retrofits,Upgrades, Integration, Installation, Project Management and Maintenance. Supporting all Security Manufacturers in contract EV2370:Security,Systems Integration&Testing, 911 Emergency Call Centers, Management and Remote Access, Asset Management,Access Control/Security, IP Surveillance/CCTV,& Security Services: Not to Exceed Cost Plus 26% Notification Systems. Assesment,Audits,Analysis, Engineering to support contract products, Replacement, Retrofits, Upgrades, Integration, Installation, Project Management and Maintenance. Supporting all Miscellaneous MRO&Related Product Services in contract EV2370:Assesment, Miscellaneous MRO& Audits,Analysis, Engineering Supporting Contract Not to Exceed Cost Plus 26% Related Product Services Products, Replacement, Retrofits, Upgrades, Integration, Installation, Project Management and Maintenance. Lighting Service Providers:Acuity Brands, Eaton/ Cooper,GE Lighting, Hubbell Brands, Phillips Lighting. Power Service Providers:3M,ABB / Examples of Service TNB, Baldor, Bussmann, Eaton,GE, Hubbell, Providers Available in Liebert/Viavi, Lyon,Schneider Services.. contract EV2370(But Not Communication Service Providers: APC, Not to Exceed Cost Plus 26% Limited To): CommScope,Corning, Eaton, Liebert/Viavi, Schneider.. Security Service Providers:Arecont, Ingersol, Pelco,Samsung, UTC.. Recycling Service Providers: Mercury Waste,Veolia.. Page 278 of 1076 EV2370 - Electrical, Lighting, Data Communications and Security Products and Related Products, Services and Solutions Introduction and Overview Point Value: 0 i i .,tOVERNNE '`R IOU F0,3"1A,SlNG ALWANCE A0 . 4, *O, NLIC 1.MASTER AGREEMENT The City of Kansas City,MO(herein "Lead Public Agency")on behalf of itself and all states,local governments, school districts,and higher education institutions in the United States of America,and other government agencies and nonprofit organizations(herein"Participating Public Agencies")is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Electrical, Lighting,Data Communications,and Security Products and Related Products,Services and Solutions (herein"Products and Services"). 2.OBJECTIVES A.Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies; B.Establish the Master Agreement as a Supplier's primary offering to Participating Public Agencies; C.Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; D. Combine the volumes of Participating Public Agencies to achieve cost effective pricing; E.Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems; Page 279 of 1076 F.Provide Participating Public Agencies with environmentally responsible products and services. 3.U.S.COMMUNITIES U.S. Communities Government Purchasing Alliance(herein"U.S. Communities")assists Participating Public Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies(herein"Lead Public Agencies"). The contracts provide for use by not only the respective Lead Public Agency,but also by other Participating Public Agencies. National Sponsors U.S. Communities is jointly sponsored by the National Association of Counties(NACo),the National League of Cities(NLC),the Association of School Business Officials International(ASBO),the United States Conference of Mayors(USCM)and the National Governors Association(NGA)(herein "National Sponsors"). Advisory Board The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States. Each Advisory Board Member is expected to actively participate in product bids and selection,participate in policy direction,and share expertise and purchasing innovations. Current U.S. Communities Advisory Board Members Auburn University,AL Great Valley School District,PA Beaverton School District,OR Harford County Public Schools,MD City and County of Denver,CO Hennepin County,MN City of Chicago,IL Los Angeles County,CA City of El Paso,TX Maricopa County,AZ City of Houston,TX Miami-Dade County,FL City of Kansas City,MO North Carolina State University,NC City of Los Angeles,CA Onondaga County,NY City of Ocean City,NJ Port of Portland,OR City of Seattle,WA Prince William County Schools,VA Cobb County,GA San Diego Unified School District,CA Denver Public Schools,CO State of Iowa,IA Emory University,GA The Ohio State University,OH Fairfax County,VA The School District of Collier County,FL Fresno Unified School District,CA Page 280 of 1076 GENERAL SERVICES DEPARTMENT Procurement Services Division City all - 1' Floor, Room 102 414 East 120' Street Main Line: (816) 513-0851 Kansas City, Missouri 64106 Fax: (816) 513-1066 November 29,2017 David G. Maxwell, Senior Vice President–Sales Grayar Electric Company, Inc. 34 North Meramec Avenue St.Louis,MO 63105 P EV2370–Electrical,Lighting, Data Communications and Security Products and Related Products, Services and Solutions The City of Kansas City,Nfissouri and U. S. Communities appreciate the time and effort that was put into the preparation of your proposal for the above-referenced RFP. Your proposal has been evaluated by a committee and has been recommended for an award.The City's Manager of Procurement Services intends to introduce an ordinance to seek City Council authorization to execute a contract with Graybar Electric. If City Council authorization for a contract with Graybar Electric is obtained, the City anticipates an executed contract with an effective date of February 1,2018. If you have any questions,please feel free to contact me at (816) 513-0816 or R nce ell' k-ci ,.We look forward to workmg with Graybar Electric. Sincerely, Wk I t Aldo(�j Renee Medlin,CO Procurement Manager Page 281 of 1076 6.1. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve award for the bid "Backflow Prevention Device Inspection, Testing and Repair Services" Bid#020-2821-19/EM to Line-Tec Inc. of Delray Beach, FL as the lowest, most responsive, responsible bidder who met all specifications for the anticipated annual expenditure of$25,000 on an "As Needed" basis. EXPLANATION OF REQUEST: BID TERM: May 8, 2019 through May 7, 2020 The City of Boynton Beach Procurement Department opened and tabulated three (3) proposals for Backflow Prevention Device Inspection, Testing and Repair Services#020-2821-19/EM. All bids were reviewed by the Engineering Division Manager. It was determined to recommend this award to Line-Tec Inc. Howz It Flowin was deemed non-responsive due to their inability to respond to an emergency within a two (2) hour period. The City is seeking the services of a contractor for the inspection, testing and repair of backflow prevention devices. The work will be performed on an "As Needed" basis. Backflow testing averages 600 per year. The bid will allow for three (3) additional one (1) year renewals subject to vendor acceptance, satisfactory performance and determination that the renewal is in the best interest of the City. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? To provide reliable annual inspection, testing and repair services for backflow prevention devices for the Utilities department in accordance with the requirements of the Florida Department of Environmental Protection (FDEP). The FDEP requires that backflow prevention devices are inspected and tested each year. FISCAL IMPACT: Budgeted Funds are budgeted and available. FY 18/19 to date expenditures $7,679.11 FY 17/18 expenditures $16,932.84 FY 16/17 expenditures $14,088.57 Account 401-2816-536-4917 Estimated Annual Expenditure $25,000 ALTERNATIVES: Obtain quotes on an "As Needed" basis which would not be cost effective. STRATEGIC PLAN: Page 282 of 1076 STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Tabulation Sheet D Addendum Line-Tee Submittal Page 283 of 1076 S rl- O 0 � m N ¢ 2 n � \/ } /�/ / 2§\\/ \� \\\ \ ;\I)Z/} )\/ lw ()}/ }[ 13 ! ; ^ ;\\ : :r \W. \ \\\{\ \\\\\\ W. Ww \ \\ !§}}/)} )_\ > !f o/ )\)}/}/ \)})}) \ zo - 2 - - / \ ; } \ '\ o \ ~ ` - jj < \ }/ \\ \ _ \/\�rj � r \ � \ � \ } \ \ >\ \ o -2:wAA : ) Z - ( _ _ -*!: \ - _ )/ - �) : \\)\\} : \ j§ , /\ §§ »» _ _go \ \jj \/ \ _ ff - )§ jjj ({ \ }\/}} [[[[1[ j } ( ( }j j\(\ \ \ \ \ }\ \ [\[ § \{ s �,• '�Y'° ' ,.s.� c "`esu fr�' r °"h`- x �` '� `. JA r. R E I rm NT. 0.q Je 'REP RVIC Adz y,,s �ti. x" Wx -0 Clio 1. A MI now AW,Am 1311) 013131111c; 25, 2019 �"IN om MEN cm 1 v: -' CITY MUS?IN 1 Q '1 'a'- .-.. Atsr4e . # r asmg°t �ua s Page 285 W 1076 The City of Boynton Beach ftrrhasing Services }' P.0.Box 310 Boynton Beach,Florida 33425-0310 Telephone:(5 1)742-6323 2-632 742-6316 INVITATION I PREVENTIONFOR BACKFLOW t INSPECTION, TESTING AND REPAIR SERVICES BID No.: 020-2821-191EM Sealed i s will be received in PURCHASING SERVICES, i of Boynton Beach, 3301 Quantum Blvd., Suite 101, Boynton Beach, Florida 33426 on or y: March Than 1 Time , Bids ill be opened in: PROCUREMENT SERVICES-CITY nl ss otherwise designated. Bids received r the assigned date and timeill not be considered. The Procurement Services time t shall be conclusives to the timeliness of filing. The Cityof Boynton Beach is not responsible for the U.S. Mail or private couriers withregard to mail being delivered y a specified time so that a bidcan be considered. If no award has been the i reserves the right to consider bids that have been determined by the City to be received late due to mishandling by the Cityr receipt of the bid. Sealedi s or proposals received the City in response to an invitation to bidre exempt from public records disclosure requirements until the Cityprovides ti of decision orthirty after(30) days the opening of the proposalfbid, whichever is sooner. If the it rejects ali bids r proposals submitted in response o an invitation to bid or request for proposals and the City concurrently provides notice of its intent to reissuethe competitive solicitation, the rejected i or proposals remain exempt from ii records disclosure until such time s the City provides notice of a decisionor intended cision concerning the competitive solicitation or until the City iWfthdraws the reissued competitive solicitation. A bid, proposal, or reply is not exempt for longer than Iv (12) months after the initial City noticerejecting all bids, proposals, or replies. Requests for bid or proposal documents should be submittedto the CityClerk's Office. Documents e inspected wio charge, u charge will be incurred to obtain copies. L 1 CONE OF SILENCE Consistent `th the requirements o Chapter 2, Articleill, Lobbyist Registration, of the Palm Beach ou of Ordinances, Boynton Beachi o on of Silence. A cone of silence shall be imposed n each competitivesolicitation from time of advertisement and shall remain in effect until Council awards or approves a contract, rejects all bids or responses, or otherwise takes action that ends the solicitation process. While the cone of silence is i o proposer or its agent shall directly or indirectly uni b r of City 1 Page 286 of 1076 Commission or their staff, the Manager, any employee of Boynton Beach authodzed to act on behaI f of Boynton Beach in relation to the award Of a particular contract or member of the Selection Committee in reference tot solicitation, with the exception of the Purchasing Manager or designee. (Section 2-355 of the Palm Beach County Code of Ordinances.) Failure to abide by this proVision may serve as grounds for disqualification for award of contract to the proposer. Further, any contract entered into in violation of the cone of silence shall render the transaction voidable. The cone of silence shall not apply to oral communications at any public proceeding, including pre-bid conferences, oral presentations before Selection Committees, contract negotiations during any public meeting, presentations made to the city Commission, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filing the protest and any employee, or any written correspondence with Boynton Beach as may be permitted by the competitive solicitation. Additionally, the cone of silence shall not apply to any purchases made in an amount less than the competitive solicitation threshold set forth in the Purchasing Manual. Any questions relative to any it or portion of this bid should be directed to llyse Triestman, Purchasing Manager; Telephone: (561) 742-6322, E-mail: SCOPE_OFBID- The City of Boynton Beach is seeking the services of a Contractor for the Inspection, Testing, and Repair of backfiow prevention devices in accordance with the terms and conditions, and specifications stated in the Bid. The Contractor must be state-certified, licensed and insured to service backflow prevention devices. Testers for the Contractor must be certified by University of Florida TREEO Center or equivalent in Backflow Prevention Device Testing and Repaim. Contact: City of Boynton Beach Purchasing Services 3301 Quantum Boulevard, Suite 101 Boynton Beach, FIL 33426 Ilyse TrIestman, Purchasing Manager (561) 742-6322 or tri estmani abbfLus Office Hours: MONDAY–FRIDAY, 8:00 A.M. TO 5:00 P.M. CITY OF BOYNTON BEACH YIN—W' HOWARD ASSISTANT CITY MANAGER–ADMINISTRATION 2 Page 287 of 1076 INVITATION TO BID FOR BACKFLOW PREVENTION DEVICE INSPECTION, TESTING AND REPAIR SERVICES BID ®. 020-2821-191EM Section 1 —suBM1 INFORMATION A. The City of Boynton Beach will receive bid responses until —March 26 . 2019 at L.30_P.M. ILiggAL TIMEI n Purchasing Services located at City Hall, 3301 Quantum Blvd., Suite I 101, Boynton Beach, FL 33426 B. Any responses received after the above stated time and date will not be considered. It shall be the sole responsibility of the proposer to have their bid response derivered to Purch sg1ag_AjDdRft for receipt on or before the above stated time and date. It is recommended that responses be sent by an overnight it courier service or some other method that creates proof of submittal. Bid responses that arrive after the above stated deadline as a result of delay by the mail service shall not be considered, shall not be opened at the public opening, and arrangements shall be made for their return at the proposers request and expense. The City reserves the right to consider submittals that have been determined by the City to be received late due solely to mishandling by the City after receipt oft bid and prior to the award in made. C. If any addendurl are issued to this Bid, the City will attempt to notify all prospective bidders who have secured same. however, itshall be the responsibilijy,of each bidLder 2dnor to submittinthe bid re cl spcpse, to contact the City Procurement Services at 6 742-6322 to determine it any addendum(s)were issued and to make any addendum acknowledgements as part of their bid response. and I elec of the bid response D. 011 1 ii linall. so marlhilitillil c shall be submitted in one sealed package clearly marked on the outside "_INVITATION TO BID FOR BACKFLOW PREVENTION DEVICE INSPECTION TEST JR SERVICEVto' City of Boynton Beach, Purchasing Services, 3301 Quantum Blvd., it 101, Boynton Beach, FL 33426 E. Responses shall clearly indicate the legal. [me -address and to[ hone number of the bidder (firm, corporation, partnership or individual). Responses shall be §jqned above the lyged 2Lplri t n n til of the signer. The signer shall have the authority to contractually in the proposer to the submitted bid. Bidder must note their Federal I.D. number on their bid submittal. 3 Page 288 of 1076 GENERAL CONDI'nONS FOR BIDDERS FAMILIARITY WITH LAWWS:: The bidder is presumed to have fuh knowledge of and be in compliance with all Federal, State, and Local laws, ordinances, rules, and regulations that in any manner affect the equipment and the services provided tot City. Ignorance on the'part of the bidder will in no way relieve bidder of responsibility to adhere to such regulations. BID_FORMS, The bidder Will submit a bid on the bid for provided. All bid prices, amounts and descriptive information must be legibly entered. The bidder must state the price and the time of delivery for which they propose to deliver the equipment or service requested. The bidder IS required to be licensed to do business as an individual, partnership or corporation in the State of Florida. Place all required bid forms in a sealed envelope that has the company's name and address, proposal title, number, proposal date and time on the outside of the sealed envelope. Proposals not submitted on appropriate proposal forms may be rejected. All proposals are sUbject to the conditions specified herein. Proposals is do not comply with these conditions are subject to rejection. EXECUTION OF BID: Proposal must contain an original signature of an authorized representative in the space provided on all affidavits and proposal sheets. NOI If not submitting a proposal, respond by returning one copy of the "STATEMENT OF NO-BID" and explain the reason by indicating one oft reasons listed or in the space provided. Repeated failure to quote without sufficient justification shall be cause for removal of the vendoes name from the mailing list. NOTE: To qualify as a respondent, bidder must submit a"NO BID" and it must be received no later then the stated bid receiving date and hour. BID DEADLIN It is the bidder's responsibility to assure that the bid is delivered at the proper time and place prior to the bid deadline. The City of Boynton Beach is not responsible for the U.SMail or private couriers in regards to mail being delivered by a specified time s . o that a proposal can be considered. Bids which for any reason are delivered by the deadline will not be considered. If no award has been made, the City reserves the right to consider bids that have been determined by the City to be received late due to mishandling by the City after receipt of the bid. Offers by telegram or telephone are not acceptable. Bidders are expected to examine the xtensions and all instructions pertaining to e bidder's risk. The City of Boynton Beach iii in Bids or to reject all Bids or any part of the City. The City may reject any response not submitted int manner specified by the solicitation documents. 4 Page 289 of 1076 RIGHTS OF THE ClTr. The City expressly reserves the right to: A. Waive as an informality, minor deviations from specifications at a lower price than the most responsive, responsible bidder meeting all aspects of the specifications and consider it, if it is determined that total cost is lower and the overall function is improved or not impaired; B. Waive any defect, irregularity or informality in any bid or bidding procedure; C. Reject or cancel any or all bids; D. Reissue an Invitation to Bid; E. Extend the bid deadline time and date; F. Procure any it by other means; G. Increase or decrease the quantity specified in the Invitation to Bid; H. Consider and accept an alternate bid as provided herein when most advantageous to the city. STANQARDS- Factors to be considered in determining whether the standard of responsibility has been met include whether a prospective bidder has: A. Available the appropriate financial, material, equipment, facility and personnel resources and expertise, or the ability to obtain such, necessary to indicate its capability to meet all contractual requirements; & A satisfactory record of performance; C. A satisfactory record of integrity; D. Qualified legally to Contract within the State of Florida and the City of Boynton Beach; E. Supplied all necessary information in connection with the inquiry concerning responsibility. INF R ON AND DESCR E LITE ATURE: Bidders must furnish all information d form. s prov"PTV ce Ided on the b 0 T r ques d n the spa Further, as may be specified elsewhere, eeach bidder must submit for bid evaluation cuts, sketches, and descriptive literature and technical specifications covering the products offered. Reference to literature submitted with a previous bid or on file with the buyer will not satisfy this provision. INTERPRETATIONS- Any questions concerning conditions and specifications should be directed to this office in writing no later than tan (10) days prior to the bid deadline. Inquiries must reference the date by which the bid is to be received. CONFLICT OF INTEREST: The award hereunder is subject to all conflict of interest provisions oft City of Boynton Beach, Palm Beach County, of the State of Florida. ADDITIONAL QUANTIT[ES: The City reserves the right to acquire additional quantities of the UA_ bid products or ises at the prices bid inti invitation. If additional quantities are not acceptable, the bid sheets must be noted "BID IS FOR SPECIFIED QUANTITY ONLY". ® Samples of items, when called for, must be furnished free of expense, and if not used, tor destroyed, upon request, will be returned at the bidder's expense. Request for 5 Page 290 of 1076 the return of samples y be made within ten (1 ) days followingh i deadline. Each individual s i s labeled • h the bidder's name, manufacturer's brand name s nd number, and item reference. DEMONSTRATIONS: or othe equipment/services ors n be deemed part of the evaluationprocess in determining ther of bidder. Demonstrations of theis f the equipment/services that meet City requirements s II be requested by Procurement Services. Equipment demonstratedIl be a minimumone (1) year old. All required staff, t be assigned r the individual bid productr service li tion, will form thei r Committee to evaluate andsubmit roup award recommendation. The Cityreserves th right to make separateindependent awards based on its needs and the combinedv {u tion results. ,SUBCONTRACTING- If a bidder subcontracts o ion of a Contractfor any reason, the bidder must state the name and address of thesubcontractor and the name of the person to be contacted on the attached "Schedule of Subcontractors". The City of Boynton Beach reserves the right accept or reject any or all bids wherein a subcontractor is named k the awardto the bidder, who, in the opinion of the City, will be in the best interest of and/or most advantageous o the City. The Cityis reserves the right o reject i any bidder if the bid names a subcontractor who has previously failed in the proper performance of an awardor failed to deliver on time Contracts of a similar nature, or who is not in a positionor properly er this award. The City reserves all rights in order to make a determination as to the foregoing. ADDENDN. From time to time, the Cityissue an addendum to change the intent or to clarify hmeaning of the Contractdocuments. inc II addenda arev it 1 to bidderst Procurement i , it is each bidder's responsibility t c With rocur ices and immediately secur ll addenda beforesubmitting bi s. It is the usual praofice for the Cityto !1 an addendumto known id ut it cannot be guaranteedthat all bidders will receive ALL addenda in this manner. Each bidder shall acknowledge receipt of ALL addenda notatin on the bidII adhere to all requirements ecifi in each addendum prior to submission of the bid. ESC&LATORy bid whichis u isubject escalator c!ause will be rejected, unless res in the Special Conditions Section of thei ocu . EXCEETIONS. Incorporation in a bidexceptions to any portion(s), of the Contract documents y invalidate the bi ti to the Technical and Special Provisions shall be clearly n specifically not in the i es submittal on a separate sheet marked SPECIFICATIONS""EXCEPTIONS TO THE and this sheet II be attached to the bid. The use of bidders standard forms, or the inclusion of manufacturers printed documents shall not be construed constituting n exception within the intent of the Contractocu nt . ALTERre a base bidis provided for, the bidder shall submit i on the base bid and y exercise their own prerogative in submitting a bi on alternateitems. The Owner reserves right o accept or reject the alternates or base bidor any combination thereof, The Owner, or a representative, r reservest n life right to determine whether any particular item or items of material, equipment, or the like, is an approvedequal, and reserves the unqualifiedright to a final decision regarding the approval or rejection oft same. CONDITIONS. I s may be testedfor compliance with specifications r t direction of appropriate tin I r oriel. T rive fro any tests for compliance with specifications are public records open to examination thereto in accordancei r 119, FloridaStatutes. Items deliverednot conforming to 6 Page 291 of 1076 specifications rejected and returned at vendor's expense. These items n items not delivered er delivery date in the bidn or Purchase Order may result in the bidder being found in default in which event anyand all procurement costs may be charged againstthe defaulted nt ct r. Any violation of thesestipulations may also result in the vendors a e being removed the Cityof BoyntonBeach's vendor mailing list. _DISPUTES, In case of anyout or difference of opinion s to the items to be furnished hereunder, the decisionof the City Manager shall be final and bindingon bothparties. TIT i I s i ibid to the CityBoynton ch, the bidder r if i i cc idder will convey, sell, assign or transfer to f yt n c it ri s, it n int r t in ando all causes of action it may now or r r c uir r the nirust I s of a nited States and State of Floridafor price fixing re I ing ices purchased or acquired by the i o BoyntonBeach, At the Cityof Boynton 's discretion, such assignment shall be made become and iv at the i urch sinagency final payment to thebidder. GOVERNMENTALI I , In the event any governmental restrictions may imposed hick would necessitate alteration of the material, quality, workmanship or performance of the items offered this submittal prior to their delivery, it shall be the responsibility of the successful bidder to notify the i once, indicating in a letter the scii regulation which required n alteration. The Cityreserves the right to accept any such alterations, including y price adjustmentsoccasioned thereby, or to cancel the Contract at n expensethe City. LEGAL REQ 11REMENTS: I, State, County, and Citylaws, ordinances, rules, and regulations tin any manner affect the items covered r iapply. Lack of knowledge bidder will in no way be a cause for relief s onsi ill . l I Is provided i I t. 7.133( )( ), peror jli o s been placedconvicted vendor list following nvicti for a publicicrime may i submit i on a contract to providey goods or services t lic entity, may not submit i on a contract ipublic entity for the construction or repair of a publicbuilding r public work, y not submit i s on leases of real property to a publici y not be awarded r perform work as a contractor, supplier, subcontractor or consultant under a contract with anypublic entity, and my not transactbusiness with anypublic entity in excess of the threshold ounprovided 287.017r CATEGORY TWO for a periodof 36 months from the date of being placedon the convicted vendor li t. ADVERTISING, In submitting a bi , the bidder agrees not to use the results s a part o f any commercial advertising. Violation of this stipulation may be subject to actioncovered under "NONCONFORMANCE ASSIGNMENT, n Purchase r r issued n o this i invitation and the funs which may be come due hereunder are not assignable excepti the prior written approval of the city. I ILI selected bbidder(s) shall hold save harmless t o City of Boynton Beach, Florida its officers, ns, volunteers n employees from liability of any kind in the performance of this Contract. Further, the selected bbidder(s) shall indemnify, v harmless and undertake the defense of the it , its City Commissioners, agents, servants i s from and againstall claims, suits, actions, damages, or causes of action arising during the termthis o r , for any personal or bodily injury, to of life, or damage to property arising it ctly or indirectly from i r's operation pursuantto this Contract and from 7 Page 292 of 1076 agaInst all costs, counsel fees, expenses and liabilities incurred in n about any such ciaims, the investigation thereof, or the defense of any action or proceedings brought thereon, and from and againstorders or judgments which may be entered therein. i shall notify t he bidder within t (1 s of receipt the City of any claim, suit or action against the City arising directly indirectly ro the operationsf the bidder hereunder, for which the City be entitled i or indemnity in t the bidder, under the provisionsof this Contract. Bidder shall have the right to control the fins of any such claim suit or actions. The bidder shall also be liable to the Cityfor all costs, expenses, attorneys' f s and damages which may be incurred or sustained a City by reason of the bidder's breach of any of the provision of the contract. Bidder shall not be responsible for negligent acts of thei t its employees. OPTIONAL CONTRACT USAGE BY OTHER GOVERNMANTALI : If a bidder is awardedcontract s a result of the solicitation, if bidder has sufficient city or quantities available, provide o other governmental agencies, so requesting, h r uct or services awardedin o ce with the terms and conditions of the solicitation and resulting contract. Prices shall Destination to the requesting agency. AWARD : The low monetaryr ill NOT in all cases be awarded the Contract or Purchase Order. Contracts or Purchase Orderswill be awardedthe City to the most responsive, r s . nsi I r r whose bidrepresents tst advantageous bid to the City, price n t r factors considered. v lu tion of bids will be made basedupon the evaluation factors and standards set forth herein. The Cityreserves the right to reject any and all bids and to waive technical errors as set forth herein. In the eventof a Courtchallenge to an award y bidder, damages, if any, resulting rom an award shall be limited to actual bid preparation costs incurred the challenging bi r. In no case will the award be made until all necessary investigations hav into the responsibility of the bidder and the Cityis tisfi the most responsive, responsible bs r is qualifiedto do the workn s the cess organization, it l and equipment o carry out the required ark within ti specified. AS SPECIFIED. urc s Order will be issued to the successful bidder with understanding that all items/services liv r u t meet the specifications herein. Items/services deliver s specified, will be returned no expenser penalty to the City of Boynton Beach. DE-LIVERY. Prices shall on Beach, Florida. F.O.B. destination indicates that the seller is responsible f r the shipment until it reaches its destination. Any and all freight charges are to be included in the bidtotal. The bidder'sinvoice y terms us shown. REQUIREMENTS: c item, including ll components and all installed accessories i t, shall u t y the bidder to be free of defectives and workmanship. This warranty shall be for a periodf 365 daysr the time si n in the standard o warranty, is r is longer. rr my will be the same as that offered to the commercial trade and shall be honored by any of the manufacturer'sauthorized dealers. Warranty will cover parts, labor and any necessaryshipping. rr y repairs y be accomplished on City property, if space is available; tis will be at thesole discretion of the City. Contact rocur nt Services for permissiont rm warranty service i ro Warranty to start at the time of acceptancey the City; however, in cases where vehicles r equipment r immediately pI c in service, the bidder will provide a delayf warranty s time. The periodof warrantyI ill be coordinatedy Procurement Services. I YMENT- Firm pricesshall be quoted, typed or printed in ink, and include all packling, handling, shipping charges ndelivery o the destination shown herein. Bidder is requested to offer a cash discount for prompt invoice payment. Discount time il! be s Page 293 of 1076 computed from the date of satisfactory delivery at place of acceptance or from receipt of correct invoice at the office specified, whichever is later. Upon delivery, the City shall make final inspection. If this inspection shows that the equipment/service has been delivered/performed in a satisfactory manner in accordance with the specifications, the City shall receive the same, Final payment due the bidder shall be withheI d until visual inspection is made by the using department and merits of performance evaluated. This total acceptance will be done in a reasonable and timely manner. Acceptance shall not exceed thirty (30) days, If any equipment/service has to be rejected for any reason, the bidder shall be required to pick up the equipment, accomplish the necessary repairs and return the equipment to the City. Warranty repairs may be accomplished on City property if space is available; this will be at the discretion oft City. it to or risk loss or damage to all it shall be the responsibility of the bidder, unless such loss or damages have been proven to be the result of negligence by the City. A. TAXES: Do not include State or Federal taxes. Not applicable to municipalities. B. MISTAKES: Bidders are expected to examine the specifications, delivery schedule, bid prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at bidder's risk. C. DISCOUNTS: Will be considered in determining the lowest net cost. D. CONDITION AND PACKAGING: It is understood and agreed that any it offered or shipped as a result of this bid shall be new (current production model at the time of this bid). Ail containers shall be suitable for storage or shipment, and all prices shall include standard commercial packaging. E. SAFETY STANDARDS: Unless otherwise stipulated in the bid. all manufactured items and fabricated assemblies shall carry U,L. approval and reexamination listing where such has been established. TIME OF DELIVERY: The bidder shall state in the bid the time of delivery of the equipment. Time is of importance tot City and the bidder is hereby notified that the date of delivery will be considered as a factor int evaluation oft bids LICENSE AN) EERMITS' Itshall be the responsibility of the successful bidder to obtain all licenses and its, if required, to complete this service at no additional cost to the City. Licenses and permits shall be readily available for review by the Purchasing Agent and City Inspectors. COMPLIANCE WITH OCCUPATIONAL SAFETY AND HEALTH- Bidder certifies that all material, equipment, etc., contained inti bid meets all O.S.H.A. requirements. Bidder further certifies that if awarded as the successful bidder, and the material equipment, etc. delivered is subsequently found to be deficient in any O.S.H.A. requirement in effect on date of delivery, all costs necessary to bring the materials, equipment, etc., into compliance with the aforementioned requirements shall be borne by the bidder. Biddercertifies that all employees, subcontractors, agents, etc. shall comply with all O.S.H.A. and State safety regulations and requirements. 9 Page 294 of 1076 PALM BEACH COUNTY INSPECTOR GENERAL: The contractor is aware that the Inspector General of Palm Beach County has the authoelty to investigate and audit matters relating tot negotiation and performance of any contracts resulting from this solicitation, and in furtherance thereof, may demand and obtain records and testimony from the contractor and its subcontractors and lower tier subcontractors. The contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested, may be deemed by the municipality to be a material breach of this contract justifying its termination. PUBLIC RECORDS, Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Flofida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractors II: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy oft requested records or allow the records to inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, I . Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or thatare confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration oft contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided tote CITY, upon request from the CITY's custodian of public records, in a for that is compatible with the information technology systems of the CITY. LOCAL BUSINESS PREFERENCE The City of Boynton Beach Administrative Policy No. 10.1 1 provides for a local business preference. "For all acquisitions made pursuant to Sealed Competitive Bid, as provided in Sec. 10.05, the City shall give preference to a Local Business if the Local Business' bid is determined to be within five percent(5%) or five thousand dollars ($5,000.00), whichever is less, oft lowest responsible and responsive bidder. In revenue generating contracts where award, if any, is to be made to the bidder returning the highest amount to the City, the same preference set forth herein shall be applied with respect to the highest bid." Inarder to be considered for a local business preference, a bidder must Include the Local Business Status Certification Form at the time of bid submittal. Failure to submit this form at the time of bid submiffal will result int bidder being found ineligible for the local business preference for this solicitation. 10 Page 295 of 1076 IJTI II PIIF 267.13 aid 3 By submission of this Bid, Proposer certifies that Proposer is not participating in a boycott of Israel. Proposer further certifies that Proposer is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods ars is ith any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor oft City's determination concerning the false certifitation. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in or then the City shall have the right to terminate the contract and seek.civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. Solicitation responses of $1 million or more must include the attached Scrutinized Companies for to certify that the Proposer is not on either of those lists. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUESv TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: JUDY PYLE, CITY CLERK 3301 QUANTUM BLVD., SUITE 101, BOYNTON BEACHp FL 33426 561-742-6061 PYLEJ@BBFL.US QUESTIONS: Any questions relative to any item(s) or portion of MIS No or Invitation to Bid should be directed to fly" Triestman._Purchasing Man@gerMonda throu In FridpM 8:00 A.M. to bfl.us THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK ii Page 296 of 1076 SPECIAL TERMS AND CONDITIONS PURPOSE: The City of Boynton Beach is seeking the services of a Contractor for the Inspection, Testing, and Repair of backflow prevention devices in accordance with the terms and conditions, and specifications stated in the Bid. TERM OF CONTRACT: The initial term oft contract awarded shall be for one (1) year from the effective date oft contract and by mutual agreement between the City and the awardee(s), may be renewable for three (3) additional one (1) year periods. The City reserves the right to exercise the option torn annually. The City reserves the right to extend automatically for a period not to exceed an additional twelve (12) months in order to provide the City with continual service while a new contract is solicited, evaluated and/or awarded. BASIS OF AWARD: It is the intent of the City to award the bid to the lowest responsive and responsible bidder for the total of item #1 only located on the bid sheet. Once opened, the bids will be tabulated and evaluated byte City before recommendation and/or notice ofint ent to award. The City, in its sole discretion, reserves the right to accept or reject any or all bids for any reason whatsoever. The City further reserves the right to waive irregularities and technicalities fort request resubmission. There is no obligation on the part of the City to award the bid tot lowest bidder, or any bidder. The it reserves the right to make the award to a responsible bidder submitting arsponsive bid most advantageous and int best interest of the it . The City shall be the sole judge oft bids and the City's decision shall be final. INSURANCE: Itshall be the responsibility of the successful bidder to maintain workers' compensation insurance, property damage, liability insurance and vehicular liability insurance, during the time any of bidders personnel are working on City of Boynton Beach property. The vendor shall furnish the City with a certificate of insurance after award has been made prior to the start of any work on City property. Said insured companies must be authorized to do business in the State of Florida and the City will not accept any company that has a rating less than B+ in accordance to A.M. Best's Key Rating Guide, latest edition. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 12 Page 297 of 1076 INVITATION TO BID FOR BACKFLOW PREVENTION DEVICE INSPECTION, TESTING AND REPAIR SERVICES BID No.: SPECIFICATIONS AND TECHNICAL REQUIREMENTS GENERAL REQUIREMENTS: A. The Contractor s II provide all services and necessary items of expense, including t not limited labor, material, trucking, r tion, equipment, o r, supervision, and all other services and items of expense required for the complete performance of all Work. B. Pay legally required sales, consumer, and use taxes. C. Pay II charges y all suppliers subcontractors to the Contractor for such work as supporting, r I cin ovin or providing protection for their facilities as necessitated by the Contractor's operation. D. Pay all costs of restoration of the work site o condition I or better than prior to construction. including landscaping irrigation systems. E. Pay all costs of restoration e s, landscaping, an structures y the Contractor's tion, including ll staging areassolely to the satisfaction of the City F. Give ll required notices. G. Comply with laws, codes, ordinances, rules, regulations, or rs, and other legal requirements of public or quasi-public authorities, whichr on the performance of the work. H. The Contractor shall be responsible for safely barricadingexcavations that may present r s. 1. The Contractors II be responsible for securing ll tools, equipment andmaterial at the job site. J. Ensure that all personnel are properly dressed withapproved clothing n gear, including not limited hard hats, work shoes, shi s and long pants, a appropriate for the performanceof the Work, K. Vendor shall not solicit work from n private to prevention device owner. L. Vendor shall not falsify any test reports. M. Vendor shall not performwork or repairs unless specifically u oriz the city i advance. N. Vendor shall not remove tags on any backflow preventionvi or retest the device if it has been recently re-tested by another plumber. ® Contractor should provideycompany'spolicy t i o f submittal or within three (3) days of request i or bid may be deemednon- responsive. on- r S onrsive. P. Contractor to provide contact information to incl after-hours (name, cell phone number and any alternatel information, it address, c). Scheduling ill initiated Successful Contractor throe the Utilities ® Department, Administration — Engineering Division. All test reports s indicated in Item s" must be submittedto the saiddepartment upon 1 tion. R. Special billing submitted on a monthlybasis must be separated s follows: ill for City lift stations One bill for City water treatment plants ill for all passing units—non-City 1 Page 298 of 1076 0 One bill for all failed units®n n- i S. Int case of emergency, Contractor must be available to be on site within two (2) hours of the initial call from the City. TESTING AND CERTIFICATION: A. The Contractors ll commit totesting each batch of assigned devices and returning the Test Reports with backup documentation within a forty-five (45)day period from initial receipt of work order from the city. Batches typically consist of no more than fifty (50) devices. B. Each Backfiow Prevention Device shall be tested annually. If any deficiencies are identified during testing, the Contractor shall provide the City VVIth a list of such deficiencies. C. Upon satisfactory completion of testing, certification reports shall hes to the City within thirty(3 0) days from initial testing. D. Pricing for testing, certification, and reports shall include all labor and materials for the following backfiow prevention devices: % - inch to 1-inch; 1 1/4- inch to 2-inch; 4- inch to 6-Inch, and 8-Inch and larger. fails and can be E. The Contractor shall provide basic onsite cleaning if initial test corrected by cleaning. The City shall be notified of all illegal cross-connections, incorrect installations, or any other potential hazards to the water system within twenty-four (24) hours. F. The Contractor shall provide the City with a copy of certification for each tester, as weIl as annual test-kit calibration documentation for all test kits used. G. The Contractor shall perform any other duties or requirements needed to ensure the satisfactory completion of the aforementioned testing goals. H. The Contractor must tag all devices after testing. The tags must be approved by the City. The tags will be waterproof and weather-resistant, made of metal or plastic, and securely fastened tot device. Tags may be of any format ors 1 t must display the testing firm's name and address, and the test date (month and year). TESTING STANDARD- A. All is shall be accomplished in accordance with the procedures indicated in the latest edition of Chapter 8 of the American Water Works Association (AWWA) Manuel M14, Section 9 of the University of Southern California's Manual of Cross- connection Control. B. All backflow prevention devices shall comply with the American National Standards Institute (ANSI), American Society of Mechanical Engineers (ASME) and American Society of Safety Engineers (ASSE)specifications. 13ACKFLOW PREVENTION DEVICES ON PRIVATE PROPERTY NOT OWNED BY THE CITY: A. The majority of the bw prevention devices covered by this contract are located on private property. These private property owners have failed to have backfiow prevention devices certified upon expiration. The City requires that these devices be tested annually. The City will send letters to all applicable customers introducing the Contractor and explaining the backflow prevention device testing requirements. B. The contractor shall ensure good relations with all City customers. The following procedures will be followed for this purpose: a) any reports of lack of courtesy or workmanship must be investigated within twenty-four.(24) hours; b)technicians must always be cognizant of being representatives of the City and conduct themselves accordingly; c) technicians shall not accept payment from customers for work performed for the City under this contract; d) any inappropriate conduct will be grounds for termination of this contract. 14 Page 299 of 1076 C. The Contractor shall be responsible for handling customer complaints in a timely manner. The complaints and results must be sharedit the City. D. The Contractor shall provide vehicles support testingrepairs or under this contract. T or c is company information (name, address. telephone number, and indication as Contractor for the City) must be stated n the Contractor's vehicle(s)to identify onr r for the Cityof Boynton Beach. E. The Contractor's employees shall be outfitted in uniforms provided by the Contractor clearlythat indicates the Contractor's company name. F. The Contractor shall be compensated l i_device _erformed. The Contractor will not be compensated r unsuccessful attempts to locate or gains to a backflowprevention device. Itisthe Contractor's res i ili locate the devicer if necessary contact the property owner to gains to the device. In addition, there ill be no reimbursement for backflow preventiondevices t were tested by the property owners plumber. G. If the Contractor cannot locate c ow prevention devic , then the Contractor shall contact Patricia Kellner ( 1) 742-6436 for further instructions. If the City the Contractor are in agreement that the devicecannot be found, then the Contractor shall categorize the devices "Not Found" or"NF." The Contractor shall identify such r (i in the backfloworders. H. If customer contact is required to gain accessto backflow prevention device, then the Contractor shall make at least three ( o contact the customer. Each attempt shall include a different methodof notification, whis include noc i on doors, r hangers, I , registered letters, etc. The door hangers shall include r ors Name, and telephonenumber for scheduling appointments. The Contractor shall document each attempt at customer t. The documentation include, at a minimum, the customer's name, address, date and time f attempted contact, notification method, name of Contractor's employee making if applicable, the name of the customer spoken to and reason r refusing ac s. If the Contractor if unableto gain accessr three ( ) attemptst contact the location shall be categorizeds " o Access After Attempts" or"NAM." -The Contractor shall identify such property(ies) in a report. I. The Contractors ll also leave r hanger at each location wher successful test is performedit customer is not present. Theseo n rs shall include the Contractors Name, and telephonenumber for reporting n emergencies or other issues related the testing. REPAIR AND A. The ors II it®pricing for hourly rates for the repair and replacement of backflow prevention devices on City-ownedr i s and facilities. ricin shall include ll labor, tools and equipment necessary for the repair of the device. The City will reimburse t r for the directs utilized in each repair or replacement. i reserves the right to provide the Contractor with necessary parts. Int is event, the ContractorI! provide a list of saids to the Citywithin ten (1 ) days of writtenrequest from the City. its option, the Cityauthorize Contractor to make necessaryrepairs to service lines or piping, order the customer to make such repairs, or undertake such repairs itself. C. The Contractor shall flush the water line after repairing or replacing a back prevention device to ensure the deviceis working properly and to verifyservice restoration to the entire r i s. D. The Contractor s II be responsible for correcting any leaks t the backflcw prevention valves, couplings, s i lines ancillary equipment n hardware that l reasonably ri u the backflowprevention device 15 Page 300 of 1076 repair if such leaks are reported by the City within ninety (90) days of the initial repair or replacement. E, All repair work, including materials used in repairs performed under this contract shall be guaranteed against defects in workmanship for a period of one (1) year from the date of acceptance by the City. F. Repairs of failed, privately-owned units Must not be included for reimb i ursement by the City- Only authorized repairs for City-owned backfiow prevention devices will be reimbursed. G. For all replacements, the serial numbers of the old and new backflow prevention devices must be included on the test report. PERMITS AND FEES. A. The Contractor shall procure all City of Boynton Beach Building Permits required for any part of the Contractor's work. Any drawings or exhibits necessary for the permit application shall be the responsibility of the Contractor. The Contractor shall pay the cost of the permit fees. Include permit fees in unit pricing. B. The Contractor shall review and become familiar with the requirements and conditions associated with the permits issued fort Project. It shall be the sole responsibility of the Contractor to no and fully comply with all of the requirements and stipulations included in the permits, as applicable. MINIMUM REQUIREMENTS: A. Contractor shall have at least three (3) years of experience in the business of inspection, testing and repair of Back-flow Prevention Devices and provide references from commercial or large private customers who have received services outlined within the Bid. References shall be from entities other than City of Boynton Beach within the last three (3) years. This should be included at the time of bid submiftal, the vendor must possess hGenses/certifications and submit proof with bid or within 3 days of request or bid may be deemed non-responsive B. The Contractor must be state-certified, licensed and insured to service backflow prevention devices. This should be included at the time of bid submittal, the vendor must possess licenses/certifications and submit proof with bid or within 3 days of request or bid may be deemed non-responsive C. Testers fort Contractor must be certified by University of Florida TREEO Center or equivalent in Backflow Prevention Device Testing and Repairs. This should be included at the time of bid submittal, the vendor must possess licenses/certifications and submit proof with bid or within 3 days of request or bid may be deemed non-responsive D. Bidder shall possess a plumbing license by the State of Florida and copy of such license. This should be included at the time of bid submittal, the vendor must possess licenses/certifications and submit proof with bid or within 3 days of request or bid may be deemed non-responsive E. Contractor shall possess Cross Connection Testing and Repair CerUfication from at least one oft following agencies. This should be included at the time of bid submittal, the vendor must possess licenses/certifications and submit proof with bid or within 3 days of request or bid may be deemed non-responsive 4- University of Florida's TREEO Center 0 American Society of Sanitary Engineering for Plumbing and Sanitary Research 4- Florida Water Pollution Control Operators Association -:► AWWA Florida Apprenticeship Backflow Association 0 Institute for Cross-Connection Control 16 Page 301 of 1076 USE OF PREMISES: A Contractor shall confine construction equipment and stored materials to areas designated by the City, as permitted by law, ordinances, permits, and shall not unreasonably encumber the premises with construction equipment orother materials or equipment. Contractor must coordinate with the City for an acceptable staging area. B. Contractor shall preserve and protect all existing vegetation that is located on or adjacent tot site. Contractor shall be liable for, or shall be required to replace or restore at no additional cost tote City, all vegetation that may be destroyed or damaged. Payment for job site cleanliness is incidental to the project. C. During the progress of the work, Contractor shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from work. At the completion of the work, Contractor shall remove all waste material, rubbish and debris from and about the premises, as well as all tools, appliances, construction equipment and machinery, and surplus materials, and shall leave the site clean as or better than before. : D. All excess materials excavated from the job site shall be removed and legally disposed by the Contractor. E. Contractor shall not load or permit any part of any structure to be loaded in any manner that will endanger the existing structures. EXISTING ROADWAYS AND UTILITIES: A- The Contractor shall not cause delay or hindrance of vehicular and pedestrian traffic during the course of the work. Any or that must be performed which may result in delays to public traffic or re-routing oft is must be approved by the City. B. The Contractor shall notify each utility company involved at least ten (110) business days prior to the start of construction to arrange for positive underground location, relocation, or support of its utility where that utility may be in conflict with or endangered by the proposed construction. C. All overhead, surface or underground structures and utilities encountered are to be carefully protected from injury or displacement. All damage to such structures is to be completely repaired within a reasonable time; needless delay will not be tolerated. The City reserves the right to remedy such damage by ordering outside parties to make such repairs at the expense of the Contractor. D. All such repairs made by the Contractor are to be made to the satisfaction of the utility owner. All damaged utilities must be replaced or prevented from leaking. All repairs are to be inspected by the utility owner prior to backfilling. E. The Contractor should be aware of the SUNSHINE STATE ONE CALL CENTER (formerly the UNCLE Notification Center), which has a free locating service for contractors and excavators. R Two business days before excavating, dial toll free 1-800-432-4770, and a locator will be dispatched to the work location. EXISTING IRRIGATION SYSTEMS: The Contractor shall review all areas to be disturbed by construction, prior to beginning construction and provide abutting property owners a seven (7) day's notice to relocate Ins cape and irrigation. The Contractors Il repair irrigation systems damaged by its work. Prior to construction, the City, Contractor and property owners will review the existing irrigation systems. The Contractor will only be allowed to work within the limits of construction. Any disturbance to vegetation or irrigation outside of the limits of construction will be at the Contractor's expense. 17 Page 302 of 1076 RESPONSIBILITY FOR MATERIALS: The Contractor shall be held responsible for any materials, equipment and work to the full amount of all payments made thereon, and he will be required to make good at its own cost any injury or damage is said material, equipment or work may sustain from any unforeseen obstructions or difficulties which may be encountered, or from any source or use whatsoever, or from any action oft elements, before final acceptance thereof. ORDERING PROCEDURE AND DELIVERY TIME: A. After issuance of a purchase order, the City Will contact the vendor to schedule a kick- tin . ick- ting. B. If required, City staff will perform a site visit With the contractor. C. After receipt of order details and site visit (if conducted), the Contractor shall submit an application for a building permit to the Building Department within two weeks. D. The sign(s) shall be installed within two weeks of receiving the building permit from the City's Building Department. E. A post inspection is required, prior to the City's final building inspection. WORK ®Normal work hours shall be limited to 7:00 AM to 5:00 PM, Monday through Friday. Any work performed outside those hours shall be approved in advance by the City. WARRANTY: A. All materials and work shall be wared for a period of one year from the time of final acceptance by the City. B. The Contractor shall guarantee that everything installed as per all manufacturers' requirements and shall provide a copy of all manufacturers warrantees. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 18 Page 303 of 1076 INVITATIONTO B11D FOR BACKFLOW PREVENTION DEVICE INSPECTION, TESTING AND REPAIR SERVICES BID No.: 020-2821-Ig/EM Date:13 We the undersigned, as Bidders, hereby declare that we have carefully read this proposal or bid and the provisions, terms and conditions concerning the equipment, materials, supplies or services as called for, and YAth full knowledge and understanding of the requirements and conditions, do her agree to fosh and to deliver as indicated, FOB, City Facility Location, with aII transportation charges prepaid, and for the prices quoted thereon as follows. &ward i n Will a be bsed ototal for item 1 on ........... 1. ITEM DESCRIPTION ESTIMATED UNIT OF UNIT TOTAL PRICE: NON T I T Y MJE::A::S—UR E PRICE <7 X Testing of Backilow ear j ............. Prevention Devices 60ONEACH ITEM NO. DESCRIPTION UNIT PRICE OR DISCOUNT LABOR COST FOR REPAIR 5-N-4-%ER HOUR 2. AND REPLACEMENT L_ — -- LABOk COST FOR ot, 3. INSTALLATION OF BACKFLOW $ IPER HOUR PREVENTION DEVICES PERCENT DISCOUNT OFF 1 4. MANUFACTURER'S PRICE LIST 0 FOR PARTS ORIZED NATURE U PRINTED NAME TITLE T LEPHONE NU BER E-MAIL ADDRE S 19 Page 304 of 1076 BIDDER'S QUALIFICATIONS STATEMENT BIDDER shall fsh the following information. All questions to be answered in full, without exception. if copies of other documents will provide the appropriate answer to the question,they may be attached and clearly labeled. Failure to comply with this requirement will render Bid non-responsive and may cause ft rejection. Additional sheets shall be attached as required. BIDDER'S GENERAL INFORMATION: 1. BIDDER'S Name, Principal Address, Phone and Fax Number e, z ......................... M ............. ..................... ....... ............................ .............................—-______-...... ......................—--..................... ........................ ............ ............................. ............... .......... ............. ................. ......................... ............................ . ..... ......... ............- .................. 2. Number of years as a Contractor in this type of work: 3. Names and Cities of all officers, part.pars or individuals of business under trade name: /)A ................. 4. The business is a: Sole ProprietorshipE] Partnership ❑ Corporation 5. Name, address, and telephone number of surety company and agent who will provide the required bonds on this contract: 6. What is the last project of this nature that you have completed? -—---------------------------------------------- 7. Have you personally inspected the proposed WORK and do you have a complete plan for fts performance? 4-, .........a..........._............ 20 Page 305 of 1076 8. List past clients your company has worked for within the past three years. BUSINESS/ ............ CONTAC7r ProducV Tel: No.ISeMce Fax: nd Email a $ Value .......... Te�: r Prodwtl I's""'�'. t�. - , 1,�"�' -r"'I'),r' 1-1 Lj N Fax CONTACT Service ,. i V, and$ Email 4 7"" No2 Value ............. ---------- 7'7 , ; Z . Fax -0 U—Si N' Producu semce e CONTMIT I t Emal Nm 3 f" zind$ 1"AC lEnd _tq ------------- ProducV N' BUSINESS/ -ax, CONTACT Servima v Ic --,F Nm 4 75 and$ Value —---------1�-------------- USJNES�'�' ProdUatj -'dK e,- L CONTACT SerAce F a x, Value End --------------- 9. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). -A' .3, ILI z- ........ ------- 10. State the name and licensing of the individual who will have personal supervision of the WORK. (Attach all licensing) M4, �to 14,�Jcl�illll 11. Will you sublet any part of this WORK? If so,give details. ................ 12. What equipment do you own that is available for the WORK? (Attach additional sheets as necessary) .... ......-- -—-------------- ....... -—-------------—------------- 13. What equipment will you purchase for the proposed WORK? 21 Page 306 of 1076 14. What equipment will you rent for the proposed WORK? 15. Has the Bidder or any principals of the Firm failed to qualify as a responsible Bidder, refused to enter into a contract after an award has been made, failed to complete a contract during the as five (5) years,or been declared to be in default in any contract in the last five (5)years? If yes, please explain below: 16. List and describe all bankruptcy petitions (voluntary or involuntary)which have been filed by or against the Bidder, Its parent or subsidiaries or predecessor organizations during the past five (5) years. Include in the description,the disposition of each such petition. 17. List all claims, arbitrations, administrative hearings and lawsuits brought by ora ainst the Bidder or its predecessor organization(s) during the last five (5)years. The list shall include all case names, case arbitration or hearing identification numbers, the name of the project which the dispute arose, and a description of the subject matter of the dispute, 18- Is the B'Idder currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entily?. (if yes, specify in details the circumstances, and prospects for resolution). 19. Bank References(include name,job title,and telephone number of contact person)-Minimum 1 ......................................................................---------------------- .............................. ................ ..........—----------....... ........... ............. ............ ........................................ Y111- d ........... .......................... ............. —------------- 20. Annual Average Services Revenue of the Bidder for the last three years as follows: Revenue Index Number r. Governme—ritdelated W-orf 71 t ±b Total WOP*(a 22 Page 307 of 1076 Services Revenue Index Number 1. - Less than$100,0001 $J 00,000 to less than$250,000 3. 20,000 to fess than 00,000 $500,000 to loss than$1 million 1 rrrillion to less than million 6. rniilion to less than million 7. million to less than X10 rniiiion 8. t0 rniilisan to less than million 9. rriliion tis less than 0 million l 10. 0 million or greater 20. e 0 propos id Forrn. The Schedule of Bid Prices shown RREEM!SomiiEulated using basic material prices. The following is a fist of material manufacturer's and subcontractors whose materials and services said BIDDER proposes to furnish and utilize if awarded a CONTRACT for the WORK specified herein and shown on the Plans. It is understood that the following list is not complete, but includes the names of manufacturers of the principal components and subcontractors supplying principal services to said project. It is also understood that if awarded a Contract, the BIDDER will furnish the materials of the manufacturers and utilize the services of the subcontractors stated herein and that if for any reason whatsoever BIDDER wishes to substitute materials or subcontractors BIDDER shall request permission in writing from the CITY stating fully the reason for making such a request prior toordering same. All manufacturers or their authorized vendors have been made aware of all the appropriate portions of the Bid Documents and agree that their materials will meet all of the requirements stated therein and deliveries will be scheduled so as not to impede the progress of the WORK. Materials. Item Manufacturer c, e7, ............... ..................... ......................... 12 ......................................................................................................................... .................. .... ............... .................. ................'I',----.............---............ .................... .............................-,W19191919191919-........................................... ................. ......................................................... .............................................. The BIDDER acknowledges and understands that the information contained in response to this Qualification's Statement shall be relied upon by CITY in awarding the contract and such information is warranted by BIDDER to be true. The discovery of any omission or misstatement that materially affects 23 Page 308 of 1076 the BIDDER'S qualifications to perform under the contract shall cause the CITY to reject the Bid, and if after the award, to cancel and terminate the award and/or contract. The BIDDER also acknowledges that all information listed above may be checked by the CITY and authorizes all entities or persons listed above to answer any and all questions. BIDDER hereby indemnifies the CITY and persons or entities listed above and of the harmless from any claim arising from such authorization or the exercise thereof, including I e dissemination of information requested above. By (Sig te Date 314 THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 24 Page 309 of 1076 Aftachment 'W' City of Boynton Beach Risk Management Department INSURANCE ADVISOILY-FORM Under the term and conditions of all contracts,Imes,and agreements,the City requires appropriate coverages listing the City Of Boynton Beach as Additional Insured. This is done by providing a Certificate of insurance listing the City as "Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing insurance coveniges must have a current rating by A.M.Best Co.of-B-P'or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certiftcate is provided upon selection of vendor.) The following is a list of types of insurance required of contractors,lessees,etc., and the limits required by the City: (NOTE-. This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) -------------- DZE (Occurrence Based only -_Mff1N[MUM 1XM_1L&LQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv.Injury $ 1,000,000.00 Liquor Liability Each Occurrence $ 1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med.Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Broad Form Property Damage Fire Legal Liability ............. Automobile LiabiI4 Combined Single Limit $ 500,000.00 Any Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal ---------------- —----------- Garage Liability Auto Only,Each Accident $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $ 11000,000.00 Aggregate $ 1,000,000.00 Excess Liability. Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employees Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost ------—------ Other- As Risk Identified to be determined 25 Page 310 of 1076 BIDDER ACKNOWLEDGEMENT Submit Bids to: PURCHASING SERVICES 3301 Quantum Blvd., Suite 101 Boynton Beach, FL 33426 Telephone: (661) 74 - 10 Bid Title: "BACKFLOW PREVENTION DEVICE INSPECTION, TESTING AND REPAIR SERVICES$$ Bid Number: 020-2821-1 91EM Bid Due: March 25, 2019, NO LATER THAN 2:30 P.M. (LOCAL TIME) Bids will be opened in Purchasing Services unless specified otherwise and may not be withdrawn within ninety(90) days after such date and time. All awards made as a result of this bid shall conform to applicable sections of the charter and codes of the City. Name of Bidder: Federal I.D. Number A Corporation of the State of: Telephone Number: Area Code: Area Code: FAX Number: Mailing Address: 7 D City/State/Zlp- b� Vendor Mailing Date: E-Mail Address: Jf Z A 74 uth ized Signature 1 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 26 Page 311 of 1076 NON COLLUSION AFFIDAVIT OF PRIME BIDDER State of t"71— k County oi, being first duly sworn, deposes and says that, 1) He is of (Title) (Name of Corporation or Firm) the bidder that has submitted the attached bid: 2) He is fully informed respecting the preparation and contents of the attached bid and of all pertinent circumstances respecting such bid; 3) Said bid is genuine and is not a collusive or sham bid; 4) Further, the said bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other bidder, firm or person to submit a collusive or sham bid in connection with the Contract for is the attached bid has been submitted or to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communications or conference with any other bidder, firm or person to fix the price or prices in the attached bid or of any other bidder, or to fix any overhead, profit or cost element of the bid price ort bid price of any other bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Boynton Beach or any person interested in the proposed Contract; and 5) The price or, prices quoted in the attached bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the bidder or any of its agents, representatives, owners, employees, or parties in interest, including this afflant. (Signed) Subscribed and sworn to before me (Title) This day of ZPUI-14 20 SUSAIN 151.CAUDELL ' 5 EM Vh4ES MY 1VOWS&ON My commission expire EXPRES:Februmy 8,2020 -el. Banded T htu 1.0tavy:Juic unjewmi THIS PAGE To BE SUBMITFED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPrABLE 27 Page 312 of 1076 ANTI-KICKBACK AFFIDAVIT STATE OF FLORIDA : SS COUNTY OF PALM BEACH 1, the undersigned hereby duly sworn, depose and say that no portion of the sum herein bid will be paid to any employees of the City of Boynton Beach as a commission, kickback, reward of gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. Rof or and subscribed before me day of 20 this Printed Information: RES NAME --f-ITLE TARY P UC, State of Fmon at Large COMPANY My CQ%sUSAN 5,CAUDELI jojjssjoN� PIRE _y F S:Februmy - Bonded Thru Nctaly Fubk UndvWn ers KOFFllCIAL NOTARY SEAU' STAMP THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEFTABLE Page 313 of 1076 CONFIRMATION OF MINORITY OWNED BUSINESS requested formto be made a part of our files for future use and information. I s fill out and indicate in the appropNatespaces provided whicho t describes your company. Return this form withyour bid proposal sheet makingit an official part of your bid response. Is your company inoriBusiness? Yes No If Yes, please indicate by an " " in the appropriate : ( ) AMERICAN INDIAN { ) ASIAN ( } BLACK ( ) HISPANIC ( ) WOMEN ( ) OTHER -------- (specify) spedfy) _______ ------------- NOT APPLICABLE Do you possess a Certification qualifying your business as a Minority Ownedusiness? YES NO ....Ma '� If YES, Name the Organization from which this certification was obtained and date: Issuing Organization for Certification Date of ertifi motion THIS PAGE M BE SUBIARTED FOR BID PACKAGE TO BE CONSIDEREDPL Page 314 of 1076 CONFIRMATION OF DRUG-FREE WORKPLACE Preference shall be given to businesses with drug-free workplace program& Whenever two or more bids which are equal with respect to price, quality, and service are received by the City of Boynton Beach or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. In or to have a drug-free workplace program, a business shall: 1} Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy oft statement specified in subsection (1). 4) In the statement specified in subsection (1), notify the employee that, as a condition of working ante commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance I aw of the United States or any state, for a violation occurring int workplace no later than five (5)days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available int employee's community by, any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that is firm complies fully with the above requirements. "en or's Sig�s� en e 30 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 315 of 1076 PALM BEACH COUNTY INSPECTOR GENERAL ACKNOWLEDGMENT The Contractor i the Inspector General of Palm Beach County has the authority investigate and audit matters relating ti tion and performance of this contract, and in furtherance thereof t in records and testimony from the Contractorits subcontractorslower tier rctr . The contractor r r in addition to all other remedies consequencesr vi i , the failuref the Contractor or its subcontractorsr lower tier subcontractors to fully cooperate withc r { when requested may be deemed by the municipalitymaterial breach f this contract justifying its termination. CONTRACTOR NAME "itle .. Date: THIS I PACKAGE TO BE CONSIDERED L TACCEPTABLE 31 Page 316 of 1076 CITY OF BOYNTON BEACH LOCAL BUSINESS STATUS CERTIFICATION ? (Name of officer of company) (Title of officer of company) located at (Busines (Name of Corporation/CorniTany) mu�siness�Adr�ess) Certify that I am an authorized representative of the business and, on behalf of the Business, request that it be deemed to be a local business for purposes of the City of Boynton Beach Local Preference Program. Answering yes to Question 1 and Question 2 beI ow will qualify the business as a local business. In support of this request, I certify the following to be true and correct: NAME OF BUSINESS: L� .- , 1. Is the basin ss located thin the pity li itsYES Number of Years: of Boynton Beach, Florida? 2. Does the business have a business tax -0 Business License receipt issued int current year? Number: C ( c I'l n NO 3. Is the business registered with the Florida Division of Corporations? I understand that misrepresentation of any facts in connection with this request may be cause for removal from the certified local business list. I also agree that the business is required to notify the City in writing should it cease to qualify as a local usine P tint Signature,Name, ***FOR PURCHASING USE ONLr** Business License Year Established: Active- Verified by: Date- 32 Page 317 of 1076 4 4 J ;r CERTIFICATION PURSUANT TO FLORIDA i 4 on if a certify Print Name and Title Company Name that does not: Company Name 1. Participate in a boycottof Israel; and . Is not on the Scrutinized Companies that Boycott Israel List; and 3. Is not on the ScrutinizedCompanies with Activities in Sudan List; and 4. Is not on the ScrutinizedCompanies wi ctiviti s in the Iran Petroleum Energy Sector List; and 5. Has not engaged in businessoperations in Syria. Submitting a false certification ll be deemed a material breach of contract. The Cityshall provide notice, in writing, to the Contractor of the Citys determination concerning the false certification. The Contractors ll have ninety ( ) days following receipt of the of respond in writing and demonstratethe determination of false certification was made i error. If the Contractor does not demonstrate that the City's determination of false is tion s made in error then the Cityit have the right to terminate the contract an seek civil remedies u t to FloddaStatute § 287.135. Section 7.13 , Florida Statutes, prohibits the Cityfrom: 1) Contracting Withcompanies for goods or services i ny amount if at the timebidding i ing a proposal for, or entering into or renewing a contractif the company is on the Scrutinizedi t Boycott Israel List, created ursu n to Section 215.4725, F.S. or is engaged in a boycotto Israel; and Contracting ih companies, for goods or services over$1,000,000.00 that are on either the Scrutinized o I s with activities in the Iran Petroleum Energy Sector list, created pursuant to s. 215.473, or are engaged in business operations in Syria. As the person authorized to sin on behalfof the Contractor, I hereby certify h company identified abov in the section entitled "Contractor does not participate in any boycott Of Israel, is not listed on the ScrutinizedCompanies t Boycott Israel List, is not listed on either the Scrutinized Companies With activities in the Iran PetroleumEnergy Sector List, and is not engaged in business operations in Syria. I understand u n to section .1Florida Statutes, the submission of a false certification may subject n to civil penalties, attorney's , and/or costs. i further understand that any contract withthe Cityfor goods or services may be terminatedt the option i the company is found to havesubmitted 3 Page 318 of 1076 false certification or has been placedn the ScrutinizedCompanies itActivities in Sudan list or the Scrutinizedi itActivities in the IranPetroleum n r List. u COMPANY NAME AiGNA i,.ii Lk PRINT I`LL THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT 3 Page 319 of 1076 STATEMENT OF NO BID If you are not bidding this service/commodity, please complete and return this form to: PROCUREMENT SERVICES, City of Boynton Beach, 3301 Quantum Blvd., Suite 101, Boynton Beach, FL 33426 �7 Failure to respond may result in deletion of vendor's name from thev-iivalifled bidder's list for the City of Boynton Beach. COMPANY NAME: ................ .......... ADDRESS: ........... -1 ........ ------------- ............................. 1. . TELEPHONE: ............ .............. -------- ................................ ............. N, SIGNATURE: .............. DATE: WE, the undersigned have declined to bid ./bn your Bid No.: 020-2821-1191EM to "BACKFLOW PREVENTION DEVICE INSPECTION, YESTING AND REPAIR SERVICES" because of the following reasons: Specifications too/Ight", i.e., geared toward brand or manufacturer only (explain below) Insufficient ti to respond to the Invitation to �d We do n76ffer this product or an equivalent Our pp6duct schedule would not permit us to perform Al Zable to meet specifications Unable to meet bond requirements U S Sp pecifications unclear(explain below) Ot Other(specify below) IMARKS- 35 Page 320 of 1076 LINEINC42 DATE RUNDINVYM CERTIFICATE OF LIABILITY INSURANCE 101 10[2018 THIS Ft I S A MATTER OF INFORMATION ONLY AND CONFERS No RIGHTS UPON THE CERTIFICATE HOLDER.THIS CER'nFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CERTIFICATE OF INSURANCE T HOLDER CONSTITUTE A IS UI 1 SU RIS)P T`H O ® T P9 L. @9E ! O T, i [ r n °Ti L! P l l $mu ITI L i 1a r endorsed. If SUBROGA710H IS WAIVED, subject to the terms and conditions of the pollicy,certain policies may require an endorsement A statement Orr IIS corlIffleats does not confer rights holder in lieu of suchndo ). Liza PRODUCERfa Collinsworth,After,Lambert LLD PHO o. 23 Eganfuskee Street nen IIE . ri 702 " Jupiter, L _ INSU P AP BIN — C� INSURERA-Southern43wriers InsUDIMICS COmRRML— INSURED losuRERs.ChunerellneuranCOCOM ars 327002 i : TFOOD LrT i gefield 07Ql-- Z41 NW Ift Avenue 1 Rom Delrayh,Fl.33444 ' I icsusartr 1F E1 „ I 1I 1111111111E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO E INSURED t EO ABOVE FOR THE POLICY PERIOD INDICATED. NOTUTHSTANDING ANY REQUIREMENT, O OONDMO O Y CONTRACTOR OTIC DOCUMENT RESIDE IOFB THIS CERTIFICATE Y BE ISSN! Y PERTAIN, E INSURANCE FORDED BY THE POLICIES DESCRIBED HEREIN is SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDMONS OF SUCH POLICIES.LIMITS EHOION MAY HAVE BEEN REDUCED BY PAID CLAIMS. ICY END I PDF I II CY NSkm 1 EFF WME u 10,01,2018 1018112019 300,000 ADDLSUBP CLAMS-MADE OCCUR 1a , ion MED nv a D ie A DUE Oiota , PERSONAL00 &ADV INJURY 1 A RECTA { , , O L llca tT E = a.a I POLICY � LDC � $ r I t INED SkMGLE UMrT ,()00,000 , }AU-rOMOW-EUABILM X ANY AUTO 4950057 1IN411201811010112019 BOOILYINJ KY Pat IMOn ¢ U 11 S I1i hII i ULED 000 BODILY U � T� DdLY 5 MRS ONLY. PIP 1 , I OCCSR _gACH-OCCURRFNCE UMBRELLA USE EXCESS LIASI C IU DE ; AGGREGAIMF IC PEM IN i t t 1S�1010112019 E.L. K .I ANY pROPRIETORIPARTMERMINCUTIVE fiMfA f FXCLUDED? 1I L.DIS - L( LIMIT G i,aaae000 F-L.DISEASE-EA EMPLOYEE A-- O oN P 0b� 17 1 1 1 i0 0t if 7 h lsil I 100,000 l r� FE I I �hy � � DESCPJFFMOPOPMA'nONBILOCAMWJVENC $ 101 Tadd TteicerIfficate holder I Included d ! r pl nRomspac& iI I !! r i mquired by voldon contract General LIablifty to prImmy and R n required by Wmilen conbact Waiver of subrogadon appliesrs r l liability,auto,workers conwnwdcn who"required by Aniften cOntract. Cancellation applies as per policy terms&candidon,& IFI A CANCELLATION SHOULD OF DESCRIBED POLICIES E CANCELLED BEFORE E 7iON DA F, NO WILL E DELIVERED I Cky of SkBinton Beach ZL�:� ACCORDANCE THE POLICY PROVISIONS. FO Box Bill, saynton ,FL. A a=REPRESENTATIVE . T A r[I I A Page 321 of 1076 � . \Nor \ ; Page 322 0 1076 RICK, C Tr, ..VERNOR JONATHAN ZACHEM,SECRETARY lei .rol PeY� N g "S '�; Nl- lir, r STATE OF FLORIDA DEPARTMENT OF BUSINESSAND P_-RQFESSIONAL REGULATION CONSTRUCTION INDUST Y-110ENSI.NG BOARD THE PLUMBING' T i..`- l.. tERTIF1 RT TTA UNE T -i 241 • STH AVE L L ICE S ....�. ....— ..... ..._ DATE:,AUGUST 31,2020 4 lays verify licenses online at MyFlondal.:Icensexom Do not alter this document in any far This is your license.I i ul u!for any n of r li Wase o use i oc nt Page 323 of 1076 j �6 5 ',:) i �C 3 JONATHAN ,SECRETARY r F,(,H 44 STATE OF FLORIDA DEPARTMENT OF BUSINESS-ANDPROFESSIONAL REGULATION � w X5;7' 4 � THE UNDERGROUND UTILITYEXCAVATION',. FS ICERTIFIED THE fl ' PROVISIONS OF CHAPTER 469,,FLORIDA.STATUTES f _ I Ll .: -T . INC a . T L FL33444 LICENSE CKPIRATION DATF-- AUGUST 31,2020 Always verify licenses online at yFlondalicense.com C � Do not alter this document in any form. This is your license,Itisunlawful for anyone other than the licensee to use this document. ri Page 324 of 1076 1 BUSINESS TAX RECEIPT RESTRICTION: &CONTRACTOlk'REGISTRATION003 OWNERIQ lR ERELLSWORTH, SCOTT A CONTROL NO 125040 BUSINESS - LINE-TEC, T t D o 9/07118 LOCATION: 1NW T BUSIT . 0 CLASSIFICATION- - IL. DELINQUENT.D m TRANSFERFEE: .00 TTSPUNT PAt : 30o-30 LINE-TEC,INC. I ES T .tg'r U THEPERIOD o °ro 12018 f2to sEPTEmBER w 2019 DELRAY BEACH FL 3 BUSINESS CONSPICUOUSLY DISPLAYED TO, PUBLIC ILOCATION Notice Mis buWness W receipta VOID ofn merstuP,business name.aradbress is chmged AApficent must apply for Transkr. CITY OF DELRAY BEACH BUSINESS TAX RECEIPTt Ti DATE ISSUED: 9/07/1$ BUSINESS TAX RECEIPT ISSUED FOR THE PERIOD OCTOBER 9 2018 TO SEPTEMBER30 2019 ° Please conspicuouslythis t business tax receipt so that it iI to be viewed by anyone upon entering r place of business. � This businessreceipt rr t roof f tf r i t for the periodt t Septem 30. cpcontinuoustcensure can be an important asset for certaininess users; please exercisediligence in maintainingthis in .. •t receipt. obtainedOnce you have Iray Beach business tax r i t, ill t I ti t r it t t r i the face of t i I I business tax receipt information if there is an error, report it to us immediately. The Citymay impose fines penalties for failure to renew this i tax receipt. r, If r businessownership . r--location, you. must a--new- application f6r the changer i receipt must be surrendered ri r to issuance of the new receipt. The back of the receipt t be Signed the revious owner and indicated that 411 rights, interest, and titlef businessis assir, ° If you have morethan one businesslocation, tin a business tax receiptfr eachlocafion. wA separatei receipt is issued f withinr business. Please it i - questionsrclassification f your businessi i ` t 100 NW I st A We, our website at MyDelrayBeach.com, r calling 1 -7 z Inti e.Meissuance of this bustness farrecOpt Is s fasuft of a pument offhe business texand shall not be 16nMMmfed as.pwmWng the business to suPOrcade thazonlnfflof dis Cft an endorzament-bythe Cftyofa business.nor ceilfflcation by Me City ofth&cowpetanic&aa.businow- Page 325 of 1076 "D RR n g o � awe ISO cp Was CL p « et ® Wft CO M Sb ul 2: 990 t F €f r 19z y Li Page 326 of 1076 UUNWRTUTIONAL TAX MLACTOR WWW-PbCbRXXOM Tel.(551)35SZ64 Serving Palm Beach ea#n 2401 NW 1 8TH AVE Serving you. DELRAY BEACH, FL 33444-0000 � PAIH D SI 50 L 0 'L2 10 I 0 This daunt is Valid oniv�When r�ecWpW�b y the Tax Colla cWs Offlos. STATE OF FLORIDA PALM B EACH COUNTY 201812019 LOCAL BUSINESS TAX RECEIP' Fil-662 LINE-1 EC INC LBTR Number: 200913314 LINE TEC INd EXPIRES: SEPTEMBER 30, 2019 241 NW I 8TH ANM DELRAY BEAa4,.,'%.`03444-1683 This receipt grants ft privilege of engaging in or managing any business profession or occupation A q N M. ;GAM,koN P.O.Box 3353,Wea palm 13"Oh,FL 3M2-3353 �LOCATED AT— CONSTITUTIONAL TAX:COLLECTOR www.pbTel:(581)355-2254 Seming Palm Beach Q*qj 241 Nw 18TH AVE Serving DELRAY BEACH, FL 33444-0000 Y011-i This document is valid only when,receljctby the T�axCajle�ctoeq of�nce 114 STATE OF FLORIDA PALM BEACH COUNTY LINE TEC INC 82-662 201812019 LOCAL BUSINESS TAX RECEIPI LINE TECING LBTR Number: 200913315 2A1 NW I 8TH AVE EXPIRES. SEPTEMBER 30, 2019 DELRAY BEACFi.FL 33444-1683 I his receipt grants the plivilegg of engaging in or arclinn!r!Y bUSineSs profession or occupation A rqTzqE M. GAN'NON RO,Box 3353,West Palm Beach,FL 33402-3353 —L CONSTITUTIONAL TAX ODLIECTDR vAvW-PbctwLcorn Tel:(581)355-2264 seruhts Palm llsach C-6unty 241 NW I 8TH AVE Serving ymt.: DELRAY BEACH, FL 33444-0000 ILL 4 This dcc�umews�,Wld only�Whep M�9!Md�bythe T�axCollectors offlce STATE OF FLORIDA PALM BEACH COUNTY 8.2-681 201812019 LOCAL BUSINESS TAX RECEIPT UNE TEC INC LBTR Number- 200702661 LINE TEC INC 241 NW 1 EXPIRES: SEPTEMBER 30, 2019 ANNE M. �GAN -N 0 N P.0-BOX 3353,West Palm Beach,FL 33402-3353 �LOCATED AT** CONSTITUTIONAL TAXA. OLLECTOR www.pbctax.com Tel-(661)355-2294 Serviug Palm Beadt County 241 NW 18TH AVE Serving ytu. DELRAY BEACH, FL 33444-0000 ��Is,jac�ument-Is�verid oniy�when m�ceiptsd by the TaxCollactol's mors. STAT E OF FLORIDA PALM BEACH COUNTY 3-661 201812019 LOCAL BUSINESS TAX RECEIPT LINE TEC INC LBTR Number- 200819259 LINE TEC INC 241 NW I STH AVE.. EXPIPMFS: SEPTEMBER 30, 2019 DELRAY BEACH, FL 33444-1883 This receipt grants the privilege of engaging in or managing any business profession or occupation WdNn Its jurisdiction and MUST be conspicuously displayed at the place of business and In such a manner as to be open to ft view of the public. Page 327 of 1076 f ma �Si4 lEi 4' 's( , 11 r r t Ytaa 11i i i 9 Professional Underground Line-Tec { ■ policiesAn Employee Guide to Safety to Support a Safety-Conscious Work Environment Provided by: EMPLOYERSO L II Usir,11gii r to users of this for fovea handbogic. The trial pr s n herein a r ane ire rtes only. Federal, to and/or local laws,or individual circumstances, may qui the addition of policies, amendment of individual policiest and/or the entire Handbook to meet specific situations. se t dais a intended be used only a les and should not a used,adopted,or modified without the advicef legal counsel. These materials a presented, therefore, with the understanding that the Company is not engaged in ring 1 al, a punting, or other professional service.If legal advice or other expert assistance is required,the services of a competentprofessional should be sought. Page 328 of 1076 Commitment to ty - Line-Tec, INC. recognizes that our people drive the business.roAs to mostdings, and procedures es that foster protection of critical resource, employees will be safeguarded through training, provision of appropriate health and safety. All work conducted�l�E Liwn ill be deemed mo�e®ympartaees lnt than employee health and safety. policy. No duty, no matter what its perceive , Line-Tec, INC. is firmly committed to the safety of our employees. We will do everything possible to prevent workplace accidents and we are committed to providing a safe working environment for all employees. We value our employees not only as employees but also as human beings critical to the success of their family, the Iota! community, and Line-Tec, INC... safe work practices or safety hazards encountered an the job. All Employees are encouraged to report any un accidents/incidents (no matter how slight) are to be immediately reported to the supervisor on duty. A key factor in implementing this policy will be the strict compliance to all applicable federal, state, local, and Company policies and procedures. Failure to comply with these policies may result in disciplinary actions. Respecting this, Llne-Tec, INC. will make every reasonable effort to provide a safe and healthful workplace that is free from any recognized or known potential hazards. Additionally, Line-Tec, INC. subscribes to these principles: 1. All accidents are preventable through implementation of effective Safety and Health Control policies and programs. 2. Safety and Health controls are a major part of our work every day. 3. Accident prevention is good business. It minimizes human suffering, promotes better working conditions for everyone, holds Line-Tec, INC. in higher regard with customers, and increases productivity. This is why Line-Tec, INC. will comply with all safety and health regulations which apply to the course and scope of operations. 4. Management is responsible for providing the safest possible workplace for Employees. Consequently, management of Line-Tec, INC. is committed to allocating and providing all of the resources needed to promote and effectively implement this safety policy. 5. Employees are responsible for following safe work practices and company rules, and for preventing accidents and injuries. Management will ions and assistance fromlish lines of employees where usafatioety a d solicit and receive health are ®ncernedcomments, information, suggest 6. Management and supervisors of Line-Tec, INC. will set an exemplary example with good attitudes and strong commitment to safety and health in the workplace. Toward this end, Management must monitor company safety and health performance, working environment and conditions to ensure that program objectives are achieved. ssociated in any way the scope f this 7. Our safety program Everyone's o e s goalsto must lbe toloyees and constantly improve safety awaersons affected or reness and to prevent acciidents ndoinjur es. business. ry g Everyone at Line-Tec, INC. must be involved and committed to safety. This mut be a team effort. Together, we can prevent accidents and injuries. Together, we can keep each other safe and healthy In the work that provides our livelihood. President Risk Manager 01/01/12 01/01/12 - Page 2 Page 329 of 1076 Table of Contents HIS 1S�r ur t"� nsinsww„eme„n......s......,, ... ,_ m_ -......_ :...� ...„e..,,,a....... .............e...... '; E....... ':?--k.,, �. ,r. a �_'_.: __., ...... .....m®®..,�a�a.a®®..as a�..n®.s.,�aas asar '' o + *„ eeaaaa..a.�.aaas eaaaars.ss:4..a.as..m..R ae4..,,esaee 8-9 pq, Fk,,, E, o �,'4 -'':___._.... 1, "r Ym_t :. �sn...�.^ €,eaaeaas: .aaeaaaamn:.,as.....�,��.�.m,�s.se�aae.,,xg«e a.a {4d 13 aetl a A®aexaa aeetls rere g a aaaa .� earoeeee«e 1 ^'m,.• i $,,..'. 1 �di_m� �".d4 6. „`"o-. NG tlretluuvs tle94 nmmtleetauaea 1 §7 ,:w#�' "P�s �_... k`,A k. s.stlegd�,.,«re.aaa.es.etl.m.asetl.aa........aetlsreda�mtltl tl,... d. " _.. tltla,d, atle:.amsagtletlaaae 7 FZ ' PFkwV _-I` aa.tltl1 —1 NR;1- SAU _ ,aa...tltl==e.......= ......aaa,tltl.....m EQI 1 RECLJT-Im tl mtletlas., 20-26 �3- i C g �.aaA.tlre.atl,aatltl.tlaa.==�.tl. _ � � � aa..aearea,a..e�.atlad�tleaaatltltltl,rere�atl�tl,eaa 27 .._. ... Page 3 Page 330 of 1076 Employee Safety l ilitl The primaryresponsibility of the employees of Line-Tec, INC- is to perform his or her duties in a safe manner in order to prevent injury o themselves and others. As a condition of employment, employees a familiar with, observe, and obey Lin =fec, INC.'s rules and learn the established policies for health, safety, an preventing injuries hit t o Additionally, employees approvedsafe practices and procedures that apply to their work. Before beginning special work or new assignments, an employee should review applicable and appropriate safety les. If an employeehas anyquestions d cusses the situation with his her supervisor.safely, isor. Toget under they instruction begin the task until he or she ill determine the safe to do the job. If, r discussingsafety situation with his or her sue isor, ane lay still has questions or concerns, or she is required o contact the Safety Coordinaton No EMPLOYEE Z3 EVER REQUZRED to perform ork that he or she believes is unsafe, or that he or she thinks is likely to cause injury or a health risk to themselves or others. f Horseplay,Conduct 'practical jokes/etc., are forbidden. Employeesare require to work in an injury-free manner displaying accepted levels of behavior. Conduct that places the employee or others at risk, or which threatens or intimidates others, is forbidden. Drugs 1 Use and/or possession f illegal or alcohol company y r n company time r forbidden. Reporting for work while under the influence o illegal drugs or alcohol is forbidden, Housekeeping You are responsible to keep your work area clean and safe. Clean-upseveral times throughout the day, disposing of trash andin approved containers, ipin y drips/spills immediately, and puttingequipment and tools away as you are finished with them. The following areas must remain clear of obstructions: • Aisles/exits • Fire extinguishersn r n equipment • All electrical breakers, controls, and switches ReportingInjury All work-related injuries must be reported to your supervisor immediately. F n re to immediately report injuries can result in loss of orers'Compensation benefits. er each medical appointment reultin from work-relate injury, you must contact your supervisor to discuss your progress. You must also give your supervisor any paperwork that you received at the appointment. vides Transitional turn o Work(light jobs for persons injured a work. Transitional work Line-Tec, INC. i ant to Ila h injured or ill employee t heal under a doctor's care while she/he remains productive. Employees are required to return to work immediately u n release. Page 4 Page 331 of 1076 Employee Safety Responsibilitiesoff-site Safety a. Employees of Une-Tec, INC. are required to follow ll off-site safety and security procedures during client visits. b. If your client hosto s not advise you regarding safety hazards consider the following: e Emergency exit location(s); • Keep your eye on the path you are walking and avoid any tripping/stipping hazards. When on stairs maintain three point conte (hand on rail and feet on stairs); o When visiting.construction sites, eyep to ion, hearing rote ion, and hard hats are required. This equipment MR be in the possession of the Line-Tec, INC. employee and not provided by the client • Wear shoes that support your feet and are slip resistant. • Avoid clothingthat is either constrictive or too loose; loose clothing be t caught i machinery or other equipment. These rules are establishedto help you stay safe and injury free. Violation of the above rules, or conduct that does not meet minimumaccepted work standards, may result in discipline, up to and including discharge. When working at different locations, employees are required o follow the above rLfles, as well as all location rules and procedures, and workin a manner that reflects positively on the company. Before operating any equipment at customer to tion, perrnission must firstsecured from the customer contact. Page 5 Page 332 of 1076 Safety Orientation Training .. �;. The Company is committed to providing safety and health related orientation training ram to educate and familiarizeyees at all with p e Company will maintain and support a program g safety of h Y. safety and health procedures, rules, and safe work practices. The training subjects and materials have been developed using industry,best practices criteria and site-specific data. The training may include, but not be limited to the following: 1. Company specific accident and incident data 2. Hazards associated with the work area 3. Hazards associated with a specific job or task 4. Operation of specific equipment 5. Personal protective equipment 6. Emergency rocs ures 7. Employee accident reporting quire ens 8. Return to work program Any OSHA required training not included or addressed above Peelodic Inspections it is the policy of our Company that workplaces are suhject to periodic safety and health inspections to ensu re implementation n execution of our policies and proceduresrelates to employees, contractors, and vendors. All employees are responsible for cooperating durin s inspections and managers andsupervisors are responsible for initiating corrective ions to improve items discovered duringh lk- hro h inspection. Incident I. Any work-related 'In3ury or suspected injurymust reported immediately your supervisor, 30 Site Foreman in and Human Resources. n Incident r u completed. Pail r to promptly repo injurymay disciplinary ion. 2. Human esourc will issue a file/claimfile/claim for the injured employee totake to the treating edit i practitioner.The employee s return this form to Human Resources by the next business day. 3. After each practitioner appointment,the employee report to his/her supervisor and Human Resources to vi his/her progress. 4. Line c, INC. provides a light u ork for employees recoverin from injury. Employees are required o return to light u ork immediately upon release. . An accident investigation will be conducted'to determine the root cause of the accident. The injured employee will be asked to participate in the Investigation. _..mmmm .... ........ .... Page 333 of 1076 777,7, Return to Work7�7 it is our goal to prevent work-related injuries �We bom elieve such absences cost both LineeTech, INGuand ng. We are always concerned whn one of or employees is injured or ill due to awork-related condition empfoes. We want our injured em ll y es to et thebest possible medical treatment immediately to assure the earliestpossibler cove Line-Tech, INC. has a workers'compensation program rmine, based available their employees guidelines, whether youhave ed injuries. a soli klble foe age ijuri . Theprogram'sadministrator loss or medical expenses under that program. perform allor Line Tech, INC. wants o provide meaningful Thus k activity e have implementedoripoyeeset who bt eco e u nab a to, which include , s ions, oftheir regular-work asstnot to exceed six oats. transitional or light duty work.The Returnto Work program is temporary, All work-related injuries should always be reported i iat !y to your supervisor no later than the end of the shift on which the injury occurs. day as the injury, the employee will If a post-accident is not performed the same only bepi up to one hour while taking time out to have the drug screen sample collected. you must complete and sign a Report of injury or Illness form. When medical treatment is sought, the injured employee must advise their supervisor that they are seekingtreatment and obtain a Returnto Work Evaluation form. Regardless of the choice o physicians,the Return to Work form must be completed fore each practitioner visit. Line-Tech, INC. will not accept a general note stating that you are only to be off of work. with a review Under thisprogram,temporary If u work i5 availablefor to i ( ) days of your progress every 30 days) while you aret orarily unable to work in your regular job capacity. Transitional or light duty workand sixty ( ) days, up to a maximumOf six ( ) months, will be evaluated on a case-by-case basis. if you are unable to return to your regular job, but are capable of performing transitional duty, you must return o transitional du . Failure to do so will result in your not being eligible for full disability benefits under the workers'compensation program, and may result in disqualification for certain employee benefits and, in some cases, be a basis for termination. must k u Employees who are unable to work a hos absences 'ne-Tech. INC. proves informed on a weekly basis of their status. Failure o do so will result in a reduction in benefits available and discipline, up to and including termination from employment. If you are unable to return to your regular job or transitional duty, your absence must be approved under the Family Medical Leave Act ( ) program. For this purpose, you need to complete a Family Medical Leave Requestform and submit it to the Human Resources Department. You must also have your practitioner complete bath the Return to Work Evaluation form andReturn to Work Request/ Physician's Authorization form. f at Employees o are not eligiblefor leave under F t returnlight or regular work i II possible. if you are unableo return o any available work, your job position may be filled after reasonable time. When able to do so, you will be entitled to return to a suitable position, if available a consistent with any limitations. However, you must keep us regularly informed o your status and any changes in your condition. Employees must provide a Return to Work form indicating they are capable of returningo full duty.. Permanent restrictions will be evaluated on a case-by-case basis and relate to the performance of essential job functions. No permanent light duty positions will be created. Cooperate with our third-party administrator and provide accurate and complete information as soon as possible so that you receive all benefits to whichyou are entitled. If you have problems or concerns, please contact your lob Site Foreman and the Human Resources Department. Page 7 Page 334 of 1076 Emergency Action Plan a. General fig Stay calm and think through your actions Know the emergency nu e : Fire/Police/Ambulance 911 internal Emergency Number 561-279-102 a Human Resources extension 207 Q Operator"0" Know h exits are located In the event of anyemergency, do not take elevators, use the stairs Do not hesitate to call or alert others if you believe that anemergency is occurring,you will not'get in trouble." Fi ak s plies and mer equipment are locatedbreak-roomand all trucks for use y those who are authorized n properly trains Evacuation r by a p announcement. Employees ill a notified f fire alar either by the fire alarm systemo Upon becoming aware of a fire alarm, employees should immediately evacu t the job site. Do not delay evacuation o get personal belongings or to wait for co-workers. Also, all doors should be closed as the l ast person passes through. Supervisors shout h last persons to leavethe area. Check the job site to b sure that all personnel have evacuated. which y hinder them from coin nye los havin o ill , visual, h ri , r o r condition, aware of an emergency or evacuating, should request special ssis nc through Human Resources. Upon,exiting the building. all personnel should report for a headcount. If anye loy a is missing, an immediate report should be made to the incident commander who will in turn report to the first available fire department officer. Employees shout stay together in a group so that periodic updates on the situation can be issued. The order to -occupy a job site r building will be issued the incident commander. In the vent of inclement weather,the incident commander will make arrangements for all personnel to move to shelter. Fire Alert other persons in the immediate hazard r . Activate r alarm r call (insert name] page an emergency announcement. If you have been trained, you can decide to use re extinguisher following these instructions* - = ull the safety i -A=Alm nozzle at the base of the fir -S=Squeezethe o r tin lever - — ee side to side coveringthese of the fire ® ire *When usinga fir int uisher at ys st be Che nd am it; stay is ars back y nen rhe is extinguished. f that using fire extinguisher uisr i required. the is too hot. too s or you a hien *Never evacuate. Have someone notify the incident commander of where the emergency is locaHe/she ill relay this information to the fire department. ____...m,,,,,,. Page 8 Page 335 of 1076 Emergency ion Planrz r, Medical E Upon discovering a medical emergency, call 911. Notify the supervisor and report the nature of the medical emergency n location. * Stay with the person involved being careful not to come in contact with any bodily fluids. Send two persons (greeters) to the entrance to await the fire department. One person should call and hold an levator car. Often two fire department units will arrive, so the second greeter should wait at the entranceto receive the secondunit whilethefirst greeter escorts thefire t. personnel to the scene. Employees in e.immediate vicinity f the emergency, but not directly involved, should leave the area. Human Resources will make anynecessary tific tions to family membersof the person suffering the medical emergency Severe Weather The supervisor will monitor a weather alertradio. 1 a severe ether repo is issue he/he will i ei telt' page the following announcement: [insert announcement]. This announcement will be repeated three times). Employees will shut down all equipment and will be instructed where to go for safety. The supervisor will take the weather radio with her/him. h the severe weather w rni is cancelled, she/he will send runners to advise that it is safe to return to work areas. A general announcement will also be made. Page 9 Page 336 of 1076 Emergency Contact InformationFIRE DEPARTMENT: D91ray Beach Fire Rescue (5 1)243-7400 POLICE DEPARTMENT: Delray Police Emergency) TELEPHONE. ( 1243-7800 EMERGEMCY MEDICAL SERVICES ) TELEPHONE: 911 HospITAL: Delray Medical Center 5352 Linton Boulevard,Delray Beach ( 1)498-4440 Page 337 of 1076 Sexual Harassment POUCY �u itl fit s E The Company does not tolerate harassment of our job applicants, employees, clients, guests, vendors, customers, or persons doing business `th us. Anyform of harassment has icp i relate vd to a n emof this poli race colillr, s , relid i s ,national origin, age, citizenshipstatus, veteran status, or i lin er. Fithese con ucorelatin term an individual's ilimited ce, color,, sex, rel ion, rto, jokes, atio al oriother n; se ua verbal, graphic, or ys advances, requests for sexual favors and other verbal, graphic, or physical conduct of a sexual nature. Violation of this policy by an employee shall subject that employee o disciplinary action, up to and including immediate isch r e. Examples of conductro i i this policy include but are not limited to. a Unwelcome sexual flirtation, advances, orpropositions; • Verbal comments related to an individual's age, race, gender, color, religion, national origin, disability, or sexual orientation; Explicit or degra.ding verbal comments about another individual or his/her appearance; a The displayof sexually suggestive pi u r objects in any workplace iocaion including transmission or display via computer; • Any sexually offensive or abusive physical conduct; • The taking of or the refusal to take any personnel action based on anemployee's submission to or referral of sexual overtures; and i l yin rt ons r llin jokes that relate to n individual's , race, gender, color, religion, national • origin, disability, or sexual orientation. Harassment o our employees in connection with their work y non-employees may also a violation this policy. If you believe that you are being subjected to workplace harassment, you should . Tell the harasser that his or her actions are not welcome and they must stogy, if you feel comfortable enough to do s . 2. Report the incident immediately o yourManager, the an sources Manager, or the Employee Relations Department. 3. Report any additional incidents that may occur to one of the abover sources. Retaliation of any kind against an employee whoa suspected incident of sexual harassment is prohibited. An employee who violates this policy or retaliates against an employee in any way will be subject to discipkinary action up to and including termination. Page._. 1 I Page 338 of 1076 Workplace Violence - (�xtt11»asam2-t �-"r � - Any employee who feels that she/he has been threatened should immediately report their concern to the supervisor and to Human Resources. the person i any person iso ed exhibiting threatening behavior or kin threatening statements, discovering the situation should warn o in the area an immediately not an Resourcesand stay way the person exhibiting threatening behavior. Depending upon the level of concern, the police department] (911) should be called i e lately, Never attempt to. ant any person exhibiting threatening eavior. if you have reason to believe that vents 'in your personal life could result in acts of violence occurring at work, you re urged to confidentially discuss the issue with Human Resources so that a prevention pian can be developed. ...,_ Page 12 Page 339 of 1076 Access to Employee Exposure & Medical Records Employees and former employees, who are, have been, or will be exposedto xic substances y the es or harmful company upon rYq est. PhYsical agents, such a noise, can have ccs t exposure and medical record ...... Page 13 Page 340 of 1076 Vehicleiic To: All drivers of Line-Tec, INC. Effective: 1/0 /12 Is This policy applies to: — Vehicles owned, leased, or rented to Line-Tec, on half o Line-Tec, INC... Personally o nd vehicles riven byemployees The Ila ipolicy has been established to encourage e operation vehicles, and to clarify insurance issues relating to drivers and Line-Tec, INC... All drivers must have a valid driver's license. 0 of r icle ecor s will b checks periodically Drivingprivileges may h suspended r terminated if your record indicates an unacceptable number of accidents or violations. Should your record fall into our insurance carrier's i eline of an,'unacceptable driver,'your employment may be terminated. Your supervisor must be notified of any chane in your license status or driving record. When operating your own vehicle for Llne-Tec, INC. business: • Your Personal Auto Liability insurance Is the primary payer. Line-Tec, INC.'s insurance is in excess of your coverage. Line- c, I . is not res onible for any physical damage to your vehicle. You must car your own collision • and comprehensive coverage. • Report your mileage for expense reimbursement. In the event n accident-. • Take necessarysteps to protect trie lives of yourself others. • Comply with police instructions. • Do not assume or admit fault. Others will determine liability and negligence after thorough investigation. • Report the accident to Line-Tec, INC. as soon as possible. By signing this document you areagreeing that you have read and understood the Vehicle Use policy, and will comply with it. Employee's Signature Date _.... Page 14 Page 341 of 1076 Motor Vehicle Record (MVR,) Grading Criteria, Last 3 "ears.. _. 1 BEE V 1 following chart serves as a guideline for evaluating anemployee's Motor Vehicle Record (MVR). An employee with gradean MVR o 'poor"will possibly not be insurable our insurance carrier and could jeopardize their eloymen if they are unable t® be insured. Note that any Umajoroy violation Is a"poor"score, Number of at-fault accidents nor Violations � ....-.... -.r -- _...........� - a .. �a - i m.... _...... Poor catae orrn ....__....fl r .... _ � I Borderline -.._... �.__. Poor so . Poor Pool l or ersnocce�- or Poor dor fn ----E .+ ._.... .. Poor Poor _. _.. - poor PA or § .____�_re ....�. s...__ moor i...... _...._...... Poor Morar Any Major violatiors �.. .. --.......mm _...... ....x 4 _...._._-...� _...... ..........., ...... .. Minor Violation Major Violations All moving violations not listed as a major . Driving under influence of alcohol/drugs s violation. Failure to stop/report an accident . feckless driving/speeding contest Driving while impaired Making a false accident report Homicide, manslaughter or assault arising out of the use of a vehicle Driving while license is suspended/revoked Careless driving Attem tin to elugq a pol c cer Page 15 Page 342 of 1076 OSHA Compliance rcg d I Ewa a Hazard Communication 1, All Line-Tec, INC. ioyehave a eight to know what chemicals they work with, hat the hazards are, and how to handle them safely. 2. Material Safety Data Sheets ( are documents provided by the supplier of a chemical. MSDS detail the chemical contents, associated hazards, and general safe handling ideli e . At Une-Tec, INC., the MSDS collection is located at [insert location]. Employees are free to utilize the MSDS as needed. General rules for handling.chemicals in an office environment a 0 Read all label aria s and instructions, Q Follow instructions for quantity. More is not better. Minimize contact with chemicals. Use double layer cloths or gloves to profs your skin an keep your fees clear of the area o reduce inhalation. . Always wash your hands after handling chemicals. f a chemical enters your eye(s) i iately hold o n the inju d eye(s) and rinse it/them with clean, cool water for 15 minutes. Then be sure to report the injury immediately. questions or concerns regarding chemicals should be reported to your Job Site Manager and Human Resources. . All chemical containers u e labeled to identify contents and hazards. Most la Is use numbers to rank the hazard level in three important areas. - FIRE (red background color) - will the material burn? - HEALTH (blue background) - is the material dangerous to my body? - REACTIVITY (yellow background) - is the material dangerously unstable? After each hazard (Fire, Health, and Reactivity), a number from 1-4 will be assigned. The number reflects the degree (oramount) ofhazard: Minimal Slight Moderate Serious Bloodborne 1. loo other bo ii id can r pathogens, which are capable o cal diseases in the This includes HIV, which leads to AIDS and hepatitis. 2. Because we cannot tell by looking a person if they are 'infected with a pathogenic disease, we must take precautions following illness or injury when bodily fluids are released. . In the event of a personlosing oily fluids, stay away from the area and warn others to also do s . You can still sty close to the ill/injured person o support i / r,just be sure to stay out of contact any bodily i s. . In the event that you find spilled bodily fluids, a syringe, or other medically contaminated materials, do not attempt clean up by yourself. Call Human Resources immediately for instructions. Personal r i ) Inspect prior to each use. o not use e . You r required to maintain an keep clean. Page 343 of 1076 Fire r v fElectrical a et Fire i i. Smoking is only allowed in designated exterior smoking areas- 2. No candies oro en flames are allowed within the office facility. 3. Contractors performing hot work mustcontact Scottfor approval. 5. Only space heaters provided by the company are approved for use within the facility. Employees using space heaters areresponsible to turn the heater off when leaving their desk for extended periods of time (lunch, end of the workday, etc.). 6. No flammable chemicals are allowed inside the building at any time. If you feel that there is a work-related need to use a flammable chemical, cont the supervisor for guidance on Hazard Communication and fire safety. 7. Only trained nauthorized employees are allowed to use ort ble fire extinguisher in the event of an emergency. Electrical 1, With the exception of independently fusedmulti-tap cords for computers, extension cords are not allowed. . Keep electric cords out of areas where they will be damaged by steppingon or Ricking them. , Turn electrical appliances off with the switch, not by pulling out the plug. 4. Turn all appliances off beforeleaving for the day. 5. Never run cords under rugs or other floor coverings. 6. Any electrical problems should be reported immediately. 7. The following areas must remain clear and unobstructed at all times: • exit doors, • aisles, • electrical panels, and a Fire extinguishers. --------..�............r_ _ ............. Page 1 7 Page 344 of 1076 General r c tion -M ZMEM Lifting 1. Plan the move before lifting; ensure that you have an unobstructed pathway. . Test the weight of the load before lifting by pushing the load along its restingsurface. 3. If the to is too heavyor bulky, use lifting n carrying aids such as hand trucks, doilles, pallet jac and , or get assistance from a co-worker. . I assistance is required to a ii , coordinate n communicate your move ants with these f your c - worker. 5. siion your to 1 inch s ith one of sli ti in nt of the other. . Face the load. 7. Bend at the kneeg,.nt at the back. S. Keep your back straight. r gripon theobjectusing your hands and fingers? Use handier when they are present. 10. Hold the objectas close to your body as possible. 11. While keeping the weight of the load in your legs, stand to an erect position. 12. Perform lifting movements smoothly and gradually; do not jerk the load. 13. If you must change direction while lifting or carrying the load, pivot your feet and turn your entire body. Do not twistat the waist. 14. Seto objects in the same manner as you picked them up, except in reverse. 15. Do not lift an object from the floor to a level above your waist in one motion. Set the load down on a table or bench and then adjust your grip before lifting it higher. 16. Never lift anything if your hands are greasyor w . 17. Wear protective gloves when lifting objects th ve sharp cornersor jagged edges. Ladders &Stepladders 1, Read and follow nu u is instructions label affixed to the ladder if you are unsurehow to use the ladder. 2, o not lad that have loose rungs, cracked or split side ils, ising rubber of pads, ora tithe i se visibly damaged. 3. Keep ladder rungs clean and free of grease. Remove buildup of material such as dirt or mud. 4. Do not place ladders in a passageway or doorway without posting warning n or cones that detour pedestrian traffic away from the ladder. Lock the doorway you are blocking with the ladder and post signs that will detour traffic away from your work. 5. o l a ladder` ata lin co r or doo without iv in foot traffic y blocking or in o h 6. Allow only one person on the ladder at a time. 7. Face theladder when climbing or down i . 8. Maintain three-point con in o hands n one of r both feet and one hand on the ladder tall times when climbing up or down the ladder. Do 9. When in o a ladder, fa the ladder n not lean a or sideways f the ladder. not jump ladders r step stools. 10. Do not n on tables, chairs, or other i vi cli in davit to c hi places. Use the ladder or stepstool. 11, Do not standn the top two rungs of any ladder. 12. Do not stand an a ladder that wobbles, or that leans to the left or right of center. 13. When using raih or extension ladder, extend the top of the ladder at least 3 feet above the edge of the landing. 14, Secure the ladder in place by havinganother employee hold it if it cannot be tied to the . 15. Do not move a railingladder while someone is on it. 16. Do not place ladders on barrels, boxes, loose bricks, pails, concrete biocks or other unstable bases. 17. Do not carry items in your hands while climbing or down a ladder. ..................... .......�, _.�.,m,,,,.,.,.,.,.,.,.,. Fay e 18 Page 345 of 1076 General Safety Precautions Housekeeping not place materials such as boxes or trash in walkways and passageways. 2. Sweep up shavings o around equipment such as drill presses, lathes or planers by using a broom and a dust pan. 3® Mop up water around drinking fountains, drink dispensing machines and ice machines immediately. 4. Do not store or leave items on stairways. 5. Do not block or obstruct stairwells, exits or accesses to safety and emergency equim nt such as fire extinguishers or fire alarms. 6. Do not block the walking surfaces of elevated or `ng platforms, such as scaffolds, with tools or materials that are not being used. . Straighten or remove rugs and s that do not lie flat on the floor. Remove protruding nails or bend them down into the lumber by using a claw hammer. 9. Return tools to their storage places after using them. 10. Do not use gasoline for cleaning os . 11. Use caution signs or cones to barricade slippery areas such as freshly mopped floors. ............... ............. Q 'age 19 Page 346 of 1076 Job-Specific Safety Precautions office 1. Do not work on any computer, typewriter, or other electrical office machines if your hands are wet, nor while standing n damp floors. 2. Neveru on tetrachloride for typewriter cleaning. 3. o not aunt ecil sharpen so that they p t beyond edges of a or tables. 4. Do not stand on a swivel chair. not raise the seats onswivel chairs beyond the point where your feet can touch the floor. 6. a not compact material in the waste basket with your hands or your feet. 7. Do not use cardboard boxes as waste receptacles 8. Do not leave file a en; always use the handles to close them. 9. Do not stack file catiinetson top of one another. 10. Open one filecabin" r er at a time. 11. Put heavy files in the bottom drawers of file cabinets. 1. Stack heavy or bulky storage containers on middle and lower shelves of the storage rack. 2. Do not stack boxes, cases, or packages o product above the number or height recommended by the supplier. Check with your manager if you are unsure. 3. Do not use razorblades, screwdrivers, or knives which were not supplied by the company to open boxes or cases. 4. Do not lift slippery or wet objects; use a handtruck. S. Followhandling instructions listedon the label of the container r listed on the correspondingMaterial Safety Data Sheet n handling each chemical stored in the stockroom. 6. Do not smoke it handling chemicals labeled "Flammable." 7. Do not store chemicals labeled "Flammable" near sources of ignition such as space heaters. S. Do not handle or load any containers of chemicals if their containers are cracked or leaking. 9. Obey all safety and danger signs posted in the workplace. Warehouse Safety 1. When stocking s Ives by hand, position the materials to be shelved slightly in front of you, so you do not have to twisth n lifting cki materials. 2. Visually inspect for .sharp objects or other hazards before reaching into containers such as garbage cans, box s, bags or sinks. 3. Remove or bend nails it nd staples from crates before unpacking the crates. 4. When cutting shrink wrap with a blade, always cut away you and your co-workers. 5. Do not try to kick objects out of pathways, Push or carry them out of the way. 6. Do not let items overhang o shelves into walkways. 7. Move slowly when approaching lin corners. Place8. vi r loads on the lower or middle shelves. 9. Remove one object t a time shelves. 10. Placeitems on shelves so that they lie at and do not wobble. Loading 1. Keep the forklift clear of the dock edge while vehicles are backing up to the dock. Z. Do not begin loading or unloading unll the supply truck has come to a complete stop, the engine has been turned o ,the docklock has been engaged (ifone is beingused), and theheels have been chocked. 3. Do not drive the forklift into the truck until the bridge or dock plate has been attached. 4. Do not drive the forklift into a truck bed or onto a trailer that has"soft" or loose decking or other unstable flooring. 5. Drive straight across the bridge plates when entering or exiting the trailer. 6. Use dock lights or headlights when working in a dark trailer. Page 20 Page 347 of 1076 Job-Specific Precautions Physical Threat Control Procedures 1. If you perceive the possibility of a physical threat, use emergency telephone number li near the telephone. 2. if you perceive no immediate physical threat: a. Notify other staff membersn have a stand-by to render assistance. b. State clearly who you are andhat you can do to help. . if you perceive the possibility of severe physical injury: a. Assume a non threatening physical posture and voice tone. b. State in clear concise terms what you want the individual to do. C. State what you can do to help. d. Speak with authority. e. Make direct commands. f. Set a time limit. At the end of set time, seek assistance a er• 4. If you areassaulted: a. Leave the area. . Report assault to appropriate pa (les). G. Do not return alone. Bring assistancewith you. 5. Breaking n altercation: a. Do not attempt to break it up alone. b. Call for help from aff members or call security. C. Stay out of the immediate re . Waitd. r help t lea one other person. o not ie ene alone. Robberies 1, Great all custothat come into the store. 2. If an argumentor fight breaksout on the premises, call the police and do not use physical force. 3. Do not be drawn outside the store for any reason. not try to physically stop a shoplifter. 5. Keep the robbery eis short as possible. Do not resist or argue with a robber. . Keep your hands vi I at all times. 7. Warn the robber of the movements you are goingto make such as reaching for a bag or opening the s i er. not chase or follow the robber as he leaves; call the police. 9, Do not pull a weapon if you are beingI up. Knives/Sharp 1. When handling knife blades and other cutting tools,direct sharp pointsand edges away from you. . Cut in the direction away from your body when using knives. . use a knifethat has been sharpened; o not use knives that have dull blades. 4. Do not use knives that have broken or loose handles. S. Do not use knives .s screwdrivers, bars, can openers r ice picks. 6. Do not leave knives in sinks full of water. 7. Do not pick up knives their blades. 8. Carry knives with `r tis pointed towards the floor. 9. Do not cany knives, scissors or other sharp tools in your pockets or an apron unless they are first placedin their sheath or holder. 10. Do not attempt to catch a falling knife. 11. Store knives in knife blocks or in sheaths after using them. 12Do not use honing steels that do not have disc guards. ....................................... _..... .... Page 21 Page 348 of 1076 Job-Specific of recau ions �. sem' Campador Safety 1. mytori ns may operate the trash compactor. 2, n h loading , r and place empty cartons and other trash into the loading chute. 3. Do not load chemicals,flammable materials, or hazardous waste into the compactor. 4. Check the u entl in order to ascertain when the compactor is full. 5, Make surethe loading oor is closed and the interlocks are engaged before ethe or, 6. When the gauge registers as Il, push the button for the trash to be compacted. 7. Refer to proper lock.ouVtag out procedures before attemptingo remove obstacles. ® Never climb inside the compactor unit. Machine 1. After making adjustments or repairs, replacethe guards before starting ahins. 2. Do not remove, alter or bypass any safety guards or devices when operating any piece of equipment or machinery. 3. Do not wear loose clothing or jewelry in the machine shop. . Contain long hair under a hat or hair net, regardless of gender. S. Read obey safety warnings posted on or near any machinery. not try to stop a workpiece as it goes through any machine. If the machine becomes jammed, disconnect t he power before clearing the jam. Job-Specifici` C t[ s Electrical 1. When using n extension cord: a. Look to see that the wattage labeled on the tool, appliance, or equipment oes not exceed the wattage limit labeled on the cord; b. Do not run the cord through doorways, holes in ceilings, walls or floors; C. Never remove, bend or modify any metal prongs on the plug of the cord; d. Do not use the cord under wet conditions; e. Do not plug one extension cord into another; f, Never drive over, drag, step on or place objects n a cord, or walk on it; g. Iw y unplug the cord when you have finished using it; h. Do not use the corda permanent power source. 2. When working on.live circuits, use the tools that have the blue rubber handgrips, and that have the L approval label on the tool; these tools are insulated. 3. When doling electrical work from a ladder, do not use a metal ladder. 4. Never connect a heating unit that has a wattage label reading in excess of 1500 watts into a utility 15-amp outlet. 5. Use handling equipment when removing or installing s s where fuseo in is are energized. 6. Post the "Electrical " a signs or symbols, or accident prevention to , t am personnel f fe ri i hazards. 7. Wear your protective gloves andaprons,a IE as your face protection when you are workingIn the battery service rooms. S. Unplug the electrical cord beforemaking any mechanical or electrical adjustments to the machine it is connected to. . Visually inspect light poles, stadiumole , and courtpoles r decay before climbing them. Do not climb any poles that are decayed. 10. Use your safety belt when climbing poles. 11. Wear your safety glasses when you are working with the drill. 12. When worldngin an area that has signs posted "High Volta ", wear your insulated gloves. If the gloves have cracks or"pin pricks", do not use the gloves Page 22 Page 349 of 1076 Job-Specific Safety Precautions Machine Safety 1. Cao not remove, alter or bypass any safety guards or devices when operating mechanical equipment such as mechanical power presses, press brakes, metal working lathes, radial arm saws, drills, horizontal mill, punch press, or when bendingor forming trials. 2. Replace guards, before starting the machine, after making adjustments or repairing the machine. 3, Do not try to stop.a workplece as it goes through any machine. If the machine becomes jammed, disconnect the power before clearing the jam. . Do not wear loose cliothing,jewelry,or ties in the machine shop. 5. Read nd obey safety warnings posted on or near any machinery. 6. Long hair must be containedunder a hat or hair net, regardless of gender. Job-Specific Safety Precautions Hazardous Mateirials Safety 1. Follow the instructions on the label ana in the corresponding Material Safety Data Sheet ( S) for each chemical product used in your workplace. 2. Use personal to iv clothing r equipment such as neoprene loves, rubber boots, shoe covers, rubber aprons, and protectivee r, when using chemicals label 'Flammable," "Co sive," " aic" or"Poisonous." 3. Do not use protectiveclothing or equipment thats split seams, pin holes, cuts, tears, or other signs of visible damage. 4. Each time you use your gloves, wash your gloves before removingthem using cold tap water and normal hand washing motion. Always wash your hands after removing the gloves. S. Before pouring, dispensing or transferring liquid from a bulk container labeled "Flammable", observe the following typrocedure: a. Only use red color-coded, metal containers for transferring the liquid. b. Electrically run nd bond the containers follows: (1) Attach the clip at one end of the grounding wireo the rim of the dispensing ntier and then attach the clip t the other end of the grounding wireto a ground source, such as a ground-driven steel stake. (2) Attach the clip at one end of the bonding wireto the rim of the dispensing container and then attach the clip t the other end of the bonding i o the rim of the receiving nt in r. ( u are ii ow o dispense the liquid the bulk container into the opened receiving container. Upon completion, replace the lid on the receivingcontainer and remove the bonding i . 6. a not use chemicals from unlabeled i unmarked cylinders. 7. Do not perform "hot work", such as welding, metal grinding or other spark producing operations, within 50 feet o containers labeled "Flammable" or"Combustible." S. Do not drag containerslabeled a able," 9. Use r cradle n transporting unpac ,glass bottles of chemicals. 1 o not store chemical containers labeled xi iz r" with containers label "Corrosive" or" u ic." ..............................� _.. ............................ _ _..........................� .................�..........mmmmmmm .................e M....R..mmmmmmmmm Page 23 Page 350 of 1076 Job-Specific of t Precautions Brazing 1. Obey all signs o int the welding area. o not I ve oily s, paper such blu ri or other Bible materials in the welding, cutting or brazing 2. area. 3. Do not perform "hotwork," such as welding, metal grinding or other spark producingoperations, within 50 feetof containers labeled "Flammable" or"Combustible.n 4. Use the red hose for gas fuel and the green hose for oxygen. not use wom, bunned or cracked hoses. 6. Do not use oil, grease or other lubricants on the regulator. 7. toOut" hoses before attaching the torch. 8. Ignite torches with friction lighters only. Do not use a cigarette lighter. 9. Do not change electrodes with bare hands; use dry rubber gloves. 10. Bleed oxygen and fuel lines at the end of the work-shift. 11. Do not wear contact Lenses when welding. 12. When welding, wear a welding helmet with filter plates and lenses, welding gloves, a long sleeve shirt, long pants, and an apmn. 13. Wear clothing a of cotton, wool, or non-synthetic fibers. Wear long sleeve shirts, long pants, boots, andgloves. 1 . Use the welding screen to shield other employees from flyingslag andintense light. 15. Before welding place the floor fan behind you to keep weldingaway from your face. 16. Do not use a torchen any container that is labeled "Flammable" or"Combustible." Page 24 Page 351 of 1076 job-Specific Safety Precautions Hand Tool Safety 1. Do not continue to work if your safety glasses become fogged. Stop work and clean the glasses until the lenses are clear and defbgged. 2. Tag wom,damaged or defective tools"Out of Service" and do not use them. 3. Do not use a tool if the handle surface has splinters, burrs, cracks or splits. 4. Do not use impact tools such as hammers, chisels, punches or steel stakes that have mushroomed heads. 5. When handing a tool to another per-son, direct sharppoints n cutting edges away from yourself and the other person. 6. Do not carryor pointed hand tools such as screwdrivers, scribes, chisels or files in your pocket unless the too r your pocket is sheathed. 7. Do not perform "make-shift" repairs to tools. not throw tools from one location to another or from one employee to another. g. Transport hand tools only in tool boxes or tool belts. Do not carry tools in your hand or clothing when climbing. Forklift 1. Only employer thoried personnel may operate forklifts. 2. Do not exceed the fbrklift lift capacity (Refer to the lift capacityplate on the forklift). . Follow the manufacturees guidelines concerning changes in the lift capacity before adding an attachment to a fbridift. 4. Lift the load an inch ort o to test for stability: If the rear wheels are not In firm contact with the floor,take a lighter load or use a forklift with a higher lift 5. Do not raise or lower a load whileyou are in route. until you are in the loading re and have stopped before raising or loweringthe load. 6. After picking up a load, adjust h r so that the load is tilted slightly backward for added a ili . 7, Drive with the load at a ground clearance height of 4-6 inches at the Ups and 2 inches at the heels in order to clear most uneven surfaces and debris. 8. Drive at a walking pace and apply brakes slowly to stop when driving on slippery surfaces such as icy or wet floors. g. Approach railroadr t a 45 degree angle. o. Do not drive over objects i your pathway. 11. Do not drive into an area withceiling height that is lower than the height of the mast or overhead guard. 2. Steer wide when making turns. 1 o not drive up to anyone standing or working in front of a fixed objectsuch as a wall. 14. Do not drive along the edge of an unguarded elevated surface such as a loading dock or staging platform. 15. Obey all traffic rules n signs. 16. Sound the horn when approachingfind corners, doorways or aisles to alert other operators an pedestrians. 17. Do not exceed a worldrig speed of five miles per hour and slow down in congested areas. 18. Stay a minimumdistance of three fork truck lengths from other operating mobil equipment. 19. Drivein reverse and use a signal person when your vision is blocked by the load. E]. Look in the direction that you are driving; h you have a clear path. 21. Do not use r s a man-liftplatform. 22. Do not load palletswood that are not banded on to the forklift. 23. Do not drive the forkrift whilepeople are on an attachedrias lift platform. 24, Drive loaded forldiftsforward up ramps and in reversewhen driving own a ramp. 25. Drive unloaded liin reversewhen going up a ramp &forward when going down a ramp. 26. Raise the forks an additional two inches to avoid hitting or scraping the ramp surface as you approach the ramp. 2 . Do not attempt to turn around on a ramp. 28. Do not u "Reverse"to brake. 2 r the r completely,to o the engine n the ring brake before leaving your forklift. . u_ - _- p age 25 Page 352 of 1076 cific Safety Precautions Hand Truck 1. When loading hand trucks, k e your feet clear of the wheels. Do not exceed the nufa u is load rated capacity. Read the capacity plate on the hand truck if you are unsure. 3. Place the load so that it will not slip, shift or fall. Use the straps, if they are provided,to secure the load. . For extremely bulor pressurized items, such as gas cylinders, strap or chain the items to the hand truck. 5. Tip theload slightly .forward so that the tongue f the hand truck goes under the load. 6. Push the tongue of the hand ck all the way under the load that is to be moved. 7. Keep the centerof , vity of the load as low as Possible by placing heavier objects low the lighter objects. 8. push the load so that h i ill y the axlen not the handles. 9. If your view is obstructed, ask a spotter o assist in guidingthe load. 10. Do not walk backward with the hand truck, unless going up ramps. 1. When going down an incline, keep the hand truck in front of you so that it can be controlled at all times. 12. Move hand trucks at a walking pace. 13. Store hand trucks with the tongue under a pallet, shelf, or table. Compressed Gas Cylinders ® Storage &Handling 1. Do riot use power equipment or tools on which you have not been trained. knives, and 2. power cords awaythe of drills, saws, vacuumcleans or polishers, mowers, grinders. 3. Do not use cords that have splices, exposed wires, or cracked or frayed ends. 4. Do not carry plugged in equipment or tools with your finger on the switch. 5. Do not carry equipment or tools by the cord. 6. Disconnect h tool from the outlet by pullingthe plug, not the cord. . Turn the tool off before plugging or unplugging i . not leave tools that n" unattended. 9. o not handle or operateelectrical tools your hands et r when you standing o et floors. 1 . Donto to spark inducing tools such s grinders near containers lateled " lett. 1. Turn off the electrical tool and unplug it from the outletattempting repairs or service ork. Tag the tool "Out of Service". 12. Do not use extension or other three pronged power cords that have a missingprong. 13. Do not use an adapter such as a cheater plug that eliminates the ground. 14. Do not run extension cords through doorways,through holes in ceilings, walls or floors. 15. Do not drive over,drag, stepon or place objects n a cord. 16. Do not use a powertool while wearing et cotton gloves or wet leather gloves. 7. Never operate l i l equipment of ar rubber-soled orinsulated work boots. ............... Pa g e 26 Page 353 of 1076 Employee Acknowledgement Form €+�` � 1 ' Line-Tec, INC. is firmly committed to your safety. We will do everything possible to prevent workplace accidents and are committed to providing a safe working environment for you and all employees. We value you not only as an employee t also as a human being critical to the success of your family, the local community, d Line-Tec, INC.. You are encouraged to report any unsafe work practices or safety hazards encountered on the job. All accidents/incidents (no matter how slight) are to be immediately reported to the supervisor on duty. key factor in implementing this policy will be the strict compliance to all applicable federal, state, local, and Line- Tec, INC. policies and procedures. Failure to comply ith these policiesmay result in disciplinary actions. Respecting this, Lin -Tec, INC. will make every reasonable effort o provide a safe and healthful workplace that is free from any recognized r known potential hazards. Additionally, Line-Tec, INC. subscribes to these principles: I.. All accidents rpreventable through implementation of effective Safety and Health Control policies and programs, 2. Safety and Health controls are a major part of our work every day. 3. Accident prevention is good business. It minimizes human suffering, promotes better working conditions for everyone, holds Line-Tech, INC. in higher regard with customers, and increases productivity. This is why Line- Tec, INC. will comply with all safety and health regulations which apply to the course and scope of operations. 4. Management is responsible for providing the safest possible workplace for Employees. Consequently, management of Line-Tec, INC. is committed to allocating and providing all of the resources needed to promote and effectively implement this safety policy. 5. Employees are responsiblefor following safe work practices, company rules, and for preventing accidents and injuries. Management will establish lines of communication to solicit and receive comments, information, suggestions, and assistance fro employees where safety andhealth are concerned. 6. Management and supervisors of Line-Tec, INC. will set an exemplary example with good attitudes and strong commitment to safety and health in the workplace. Toward this end, management must monitor the company's safety and health performance, working environment, and conditions to ensure that program objectives are achieved. 7. Ours a ra lies to all employees and persons affected or associated in any way by the scope of this business. Everyone%goal must be to constantly improve safety ren s prevent cci s and injuries. Everyone at Lin -Tec, INC. must be involved and committed to safety. This must be a team effort. ether, we can prevent accidents and injuries and keepeach other safe and healthy in the work that provides our livelihood. By signing this document, I confirm the receipt of Line-Tec, I C.'s employee safety handbook. I have read and understood it policies, programs, and actions as described, and agreeto comply with these set policies. Employee Signature Date .............. ................. ............ ,. Mage 27 Page 354 of 1076 The City of Boynton Beach Finance/Procureent5eices P.O.Boz 310 Boynton Beach,Florida 33425-0310 Telephone. (561)742-6310 p t Ttl; FAX: (561)742-6316 ADDENDUM No. I DATE., MARCH 18, 2019 BID TITLE: BACKFLOW PREVENTION DEVICE INSPECTION,TESTING AND REPAIR I I .. 020-2821-1911T This n u to the drawings, cii tin , and/or contract documentsis issued to provide additional information clarification to the original Bid specificationsn I form andis hereby ! of the original drawings, specificationsand/or contract documents. In case of a conflict, this n . 1 shall govern. Words in e4FikethFGu#h type are deletionsr existing in bold, und2rilned type areadditions tin . I The bidi remains rch 26, 2019 at 2,30 PM. The location remains unchanged. 2. Standard Details iBid and hereby attached as Attachment 1. 3. The folloWing questionsr u i prior to the deadlinen r hereby r n to below- 1: What sizetalking Refer to page 14, Testing and Certification, backflow preventersrange fromlarger units " In sizelarger. Location f backflows (inx r above ground)? majorityA2: The r i Are there any fire c ? testingA3: The Include some fire . Installation requirements (spec sheet)? Refer to the attached Standard Detailstypical backflow installation requi . Where n we locate r u contracts to give a comparable bi ? . Please see attached tabulationr l 1 Page 355 of 1076 Q& How to receive test r (email, paper, drop , or digital)? The selected contractor i i r tiff + testing backflowi t r shall droppedbe Utilities. 7: Are these residential or commercial or both? . Both residentialcommercial. Q8: How are the clients notified? AB: Refer to page 14, Backflow Prevention i Owned By The City, Part A. The City sends letters to the customers. Are y reclaim areas"? 1 : Is there r it that we wouia nave to pullr these backflows, and would be t st2 All 0: Refer to page 16, Permits .The contractorIli pay the perm It fees and include I In rii r reimbursement 11: Will there then 600 Backflowst Al ® Per page 14, Testing and Certification, Part A.,the estimatedis approximately 60 tests per month r a total of approximatelyr. The actual amount may vary and the City does not guarantee a minimum maximum 1 : Is there this t "? bondingAll 2: No, there are no irements for this solicitation. Sincerely, 04'! Tim r Assistant i r-Administration c : FinancelProcurement Page 356 of 1076 The City of Boynton Beach Finance/Procurement Services P.Q Box 310 { - Boynton Beach,Florida 33425-0310 Telephone: (561) 742-6310 FAQ' (561) 742-6316 i.' AC"Q ED EM T OF ADDENDUM NO.A BACKFLOW PREVENTION DEVICE INSPECTION, TESTING AND REPAIR SERVICES BID NO.: RESPONDENT MUST SIGN, DATE AND INCLUDE THIS iQ ACKNOWLEDGEMENT OF ADDENDUM NO. I WITH BID PACKAGE IN ORDER FOR SUBMITTAL TO BE CONSIDERED COMPLETE AND ACCEPTABLE. ;7( y ................. P 4i'iA—ME OF REPRESENTATIVE SIG ATU 60OF REPRESENTATIVE A �.......... .a.— ..__....... .• .._..........—�— OFCOMPANY DATE 3 Page 357 of 1076 — IOL a TO E 4" STEEL PIPE & FILLED WITH COX E. EXACT LOCATION TO 6E DETERMINED I THE FIELD (SEE DETAIL —T 'PROTECTIVE � —'TEST COCK ( .) ENCLOSURES FOR ABOVE GROUND DEVICES' RETAIL) a I WATER METER BY THE 'DEPARTMENT C` WAAX. w �M y'. SEE 'NID :Ery I l SHILL. 'VALVE (TYPICAL) REDUCED PRESSURE (,KFLD v PREVENTION DEVICE - AND SALL VALVE'S BY CONTRACTOR (SEE NOTE 5) SEE NOTE 4" STEEL PIPE BULLARD Ilkg SEE NOTE S " K LINISH GRADE -- --.._ SEE NOTE 3V' 'Z 5 .. Y� ✓ 6 p u v � ¢ G q SEE NOTE ,.SEE NOTE 'E u e CURS STOP___ .� TYPE W COPPER TUBING ('SOFT DRAWN) OR POLYETHYLENE TUBING SCR 9 COPPER 'TUBE SIZE. 1. THE DISTANCE BETWEEN THE DETER & BACKFLOW PRE°VEiN'TER SHALL. BE A MAMM TD OF C FEET. BOTH RISERS ;SF N.- BE TYPE X' COPPER TUBING (HARD DRAWN) WITH COPPER/113RASS SOLDER FITTINGS AND ,ADAPTERS, ONLY LEAD FREE SOLIDER AND hT,.'LIX SHALL BE PERMITTED, � 4. BOTH I.--1/2- AND E, ,ANGLE DE'TE'R STOPS SHALL RE IEQUIPPED WITH LOCKING 'CAPS AND METER FLANGES. 5a .APPROVED BACKFLOW PREVENTION DEVICES N07ED IN APPENDIX EXHII IT 'C" _ SHOP 'SPECIRCATK)NS. WHEN THE CEWCE IS INSTALLED PARALLEL 'TO A BUILDING 'WALL THERE SILL BE A DII'T. OF b" BETWEEN THE. ECCE 'TIF. THE IE DL)ACE AND THE BUILDING MALL, T.. BACKFLOW PREVENMON DEVICE SHALL d RE EQUIPPED WITH LL. VALVES IN LIEU OF' CA"I`E 'VELVES.. S. EACH &kCKFL0W PR VECTT'IEITI DE'91 E SHALL. BE. SUPPORTED BETWEEN 9C` SEND AND UNION 'ATITFI STAINLESS STEEL U ISTRLIT. RISERS TO BE SECURED TO 'UMS'TRUT 'WITH STAINLImSS STEEL ( 04) MOUNTING HARDWARE AND NEOPRENE IFIS'ULATURSr OFEINNEEN ALL TIISS'IMRAR METALS.. ONE iUNISTRUT PER BACKFLOW. 9., PASSING 'TEST RE'PCR'F DUST BE ;S't.IEWTTED WITHIN 'TELT (10) SLISINESS 'DAYS AFTER WATER VS SUPPLIED. FAX TO 561-742--5298 $2 BOYNTON BEACH UTILITIES DEPARTMENT CONSTRUCTION STANDARDS&DETAILS _ NOT Tc) EFF.DATE SrALE DUAL BACKFLOW DEVICE 'FOR 3/41" 'TO 2" PAGE NUMBER IIo m Page 358 of 1076 BOLLARD TO BE 4" STEEL PIPE & FILLED WITH CONCRETE. EXACT LOCATION TO BE DETERMINED IN THE FIELD (SEE DETAIL G-15 "PROTECTIVE ENCLOSURES FOR ABOVE GROUND DIDACES" DETAIL) WMER MINTER OT THE DEPARTMENT TEST COCK (TYPICAL) ' 0 3' MAX, BALL VfidVES §_E_ N_0T E 2 OYPICAL) 0 ELAhUmm (SEE N07E REDUCED PRESSURE BACKFLOW PREVENTION DMCE AND BALL VALVES BY CONTRACTOR (SEE NOTE 5) 4' STEEL PIPE 80LLARD--,,'l_l SEE DOTE 8 V)3 u i 1 0"MIN- _4wlkk' IljH GRADE ---------------- -------- V SEE NOTE SEE,Z NOTE 3 CuRb "n NOTE 2 E003.9-mm NC-Mc& I- TYPE Y' COPPER TUINNG (SOFT DRAWN) OR POLYETHYLENES TUSING DR 9 COPPED OPP---R TUBE SIZE. 2, THE DISTANCE BEIVEEN THE METER & BACKFLOW IPREVENTER SHALL BE A MAXIMUM OF 3 FEET. 3, BOTH RISERS SHALL BE TYPE 'K' COPPER TUBING (HARD DRAWN) WITH COPPER/BRASS SOLDER FITTINGS AND ADAPTERS. ONLY LEAD FREE SOLDER AND FLUX SHALL BE PERMITTED. 'TE 4. 80rH 1 1/2' AND 2' CM USrOM E R SETIERS SHALL BE EQUIPPED WITH LOCK WING BALL VALVES. 5, APPROVED BACKFLOW PREVENTION DEVICES NOTED IN APPENDIX 'D" — SHOP SPECIFICATIONS. 6, WHEN THE DE IS INSTALLED PARALLEL TO A BUM.DING WALL THERE SHALL BE A MK OF 6' BETWEEN THE EDGE OF THE DEMCE AND THE BUILDING WALL. 7. MCKIFLOW PREVEN71ON DIEVICE SHALL BE EQUIPPED WITH BALL VALVES IN URI OF GATE VALVES. B. BACKFLOW PREEVENT014 DEVICE SHALL BE SUPPORTED AT BOTH RISERS WITH STAINLESS STEEL. UNI STRINT. RISERS TO BE SECURED TO UNISTRUT WITH STAINLESS STEEL (304) MOUNTING HARDWARE AND NEOPRENE INSULATORS BETWEEN ALL LA SI METALS 9. PASSING TEST REPORT MUST BE SUBMITTED WITHIN TEN (10) BUSINESS DAYS AFTER WATER IS SUPPLIED. FAX TO 561-742-6298 IN UL 0 ED-"_ Is SUPPLIED. F,,N 11�7 A To W L X 5 L 6 742—62911 S& T IL ' �� �� A IF ) �'s �' ' Am Ailk BOYNTON BEACH UTILITIES DEPARTMENT CONSTRUCTION STANDARDS& DETAILS NOT TO DATE BACKFLOW DEVICE FOR 3/4" TO 2" SCALE PAGE NUMBER WATER METER V_.18 w__18 Page 359 of 1076 BID TAB SHEET BID'nTLE: BACKFLOW PREVENTION DEVICE INSPECTION,TESTING AND REPAIR BID DUE DATE:March 4,2015 'C&,6=Om vmdm bled hevab am lhQ 06 ORM BID DUE TIME:2:30 P.M Pe wsdfmwiy moom rwdvft dam md mm6, BID ND.: 033-2821-151JMA An daur ufjm SLbmftd'm e0 M Wadtmft% 2411N%`lftAv9nU0 DWrq Duch,rL SUM Tal;(661)279-1032 Fam�561)2121044 E-001ft mQtWRdW0LwM Contnt S*WElkmdb ----—___________ ORIGINAL AND TH—REE(f)-ddFIES YES SUBMITTED 191-0 OR ACKNOWLEDGEWNT ----——------- suamn-TED BID YFORM 699-OWED—---___ - YES L7WO PAGES)_ —---- -----—------——-------—-------- RRE—DULE dFiRd—PRI C9-1 t 1e E NTT -------------- NA—fl COST FCAR AAM REPLAM-AWNT(HOWI-10 -------—-----—------ BTC M3-PIS CENTN �UAITCFF -------—5S mAmucACTUREAS'PRICE LJST ------——---- .91-6-DK-R-SCTU—ALIFICT7FON-6fXT-EMEN-1 SUBM[n'ED -RMEMOGEE-df—SWUN—TRACTO US ---—_____Y ONS———--------—------- SUBMITTED TERN—OWLEDGEMENT DFS 0FERDNA—----YE8lWdffff Nwpo Issued ---—----- WO--W—COLLUSION Aff—IDAVIT WORM----fE—S VN-TT4-UCK—BACK AFF1649-11——YES —-—----- SUBMITM-0 EO—NFIR MATION OF MINOR rryZ7W—NE-0 9UMWSS SUBMUTED YESYNOT A MAORITY OED BUSINESS --------- CONFIRMAMN OF DRUG-FREE WORKPLACE SUBMITTED YES SHEET BACKFLOW PREVENTION DEVICE INSPECTION,TESTING,AND REPAIR SERVICES Page 360 of 1076 BID TAB SHEET BID TrTLE,- BACKFLOW PREVENTION DEVICE INSPECTION,TESTING AND REPAIR BID DUE DATE:March 4,2015 "Os Win the vawm rw fisrejn wV Whe 0*dfm BID DUE TIME.,2:30 P.M. nr,0wedbm*m dihe 2bme veredyMg dsto mW Oma� BID No.: 0332821-lWJMA M dW dkm subnAWd Icer a 10 tr�widMm, YlI Id E-TEGIN 241 RAI Ift Avenue Ddray End,FL 334" Tek(5611" 1132 FaE(561)17210" W7FffTY-PROD RAM-C-OMPUAR-CE YES SUBMr7ED WETY MANUAL--SUBMMaTED YES WA-RRANTIES§U-8MrrrED -YES PALM BEACH COM OY INSPECTOR GENERAL ACKNOWLEDGEMENT SUBMUTED YES 9CENSES-(PLUMBINGUCROSS- DONNE C'nON CERTIFICATION) SUBMrT7ED YES REFERENCES SIJSMITT EDYES (SEE SIDDERS QUAL9FKW ION STATEMENT-REM 1408 COIWMENT SHEETI DACKFLOW PREVENTION DEVICE INSPECTION,TESTING,AND REPAIR SERVICES Page 361 of 1076 6.J. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve increase of Purchase Order #190663 to B&B Underground Construction, Inc. in the amount of $30,030.62 for the Lift Station No. 405 1 mprovements project, increasing the Purchase Order from$44,825.00 to $74,855.62 due to additional paving and piping that was needed during excavation. EXPLANATION OF REQUEST: The City advertised Bid No. 028-2821-19/TP to perform piping improvements at wastewater Lift Station No. 405, located southwest of Bethesda Hospital at SW 6th Street and SW 27th Avenue. B&B Underground Construction, Inc. (B&B Underground) submitted the lowest, most responsive and responsible bid and was awarded Purchase Order#190663 in the amount of$44,825.00. The scope of the project included a new piping connection to the existing 24-inch wastewater force main that leads to the South Central Regional Wastewater Treatment Plant. Asphalt repair within the roadway was required as part of the work. Due to the field conditions discovered during the excavation and the close proximity of other existing piping, the size of the excavation was increased and additional asphalt was removed in order to maintain a safe trench and work zone. As a result, additional piping and asphalt repair was required to complete the work. The City also requested that B&B Underground repair and re-coat the interior of an adjacent sewer manhole that was in poor condition. The total cost of the additional work is$30,030.62. The project was completed ahead of schedule. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The project re-directed the wastewater flow from Lift Station No. 405 to the south directly into the existing force main leading the South Central Regional Wastewater Treatment Plant. This also reduced the amount of wastewater flowing to Master Lift Station No. 213 at Pence Park, which thereby provides increased available wastewater capacity in the eastern part of the City to support future redevelopment around Town Square and surrounding areas. FISCAL IMPACT: Budgeted Funding for the additional costs is available in Utilities account 403-5000-535-65-04 SW R102. ALTERNATIVES: None. The work has been completed. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No Page 362 of 1076 CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Purchase Order D Addendum Change Order Request Page 363 of 1076 PURCHASE ORDER 1� CITY OF BOYNTON , FLORIDA ' PROCUREMENT SERVICES DEPARTMENT l ' 01 3301 Quantum Blvd. Suite 101 P.O. #: 190663 BOYNTON BEACH ,FOORIDA 33425-0310 DATE: 01/11/19 VENDOR 17439 SHIP TO: TO: B & B UNDERGROUND CONSTRUCTION City of Boynton Beach 4050 WESTGATE AVE. EAST UTILITY ADMIN STE 110 124 E. WOOLBRIGHT ROAD WEST PALM BEACH, FL 33409 BOYNTON BEACH, FL 33435 REQUISITION NO. 72940 ORDERING DEPARTMENT: UTIL ENGINEERING TP DATE NEEDED: RICA NO: COMMISSION APPROVED: EXTENDED LINE# QUANTITY UOM ITEM NO. AND DESCRIPTION UNIT COST COST 1 44825. 00 DL LIFT STATION 405 FORCE MAIN 1.0000 44825. 00 CONNECTION PROJECT REMARKS: LIFT S'T'ATION 405 :FORCE MAINCONNECTION PROJECT CITY MANAGER APPROVED. : (QONSTRtJCTTON LESS THAN 75k) REGUAVED J04 15 20,N CITY OF BOYNTON BEACH UTIWTIES PROCUREMENT SERVICES: P.O. TOTAL: 44825 .00 ACCOUNT NO. PROJECT 403-5000-535.65-04 SWR102 DEPARTMENT Page 364 of 1076 PURCHASE ORDER CITY OF BOYNTON BEACH, FLORIDA PROCUREMENT SERVICES DEPARTMENT 3301 Quantum Blvd. Suite 101 P.O. BOX 310 P.O. #: 190653 BOYNTON BEACH, FLORIDA 33425-0310 DATE: 01111./19 VENDOR 17439 SHIP TO: TO: B & B UNDERGROUND CONSTRUCTION City of Boynton Beach 4050 WESTGATE AVE. EAST UTILITY ADMIN STE 110 124 E. WOOLBRIGHT ROAD WEST PALM BEACH, FL 33409 BOYNTON BEACH, FL 33435 REQUISITION NO. 72940 ORDERING DEPARTMENT: UTIL ENGINEERING TP DATE NEEDED: BID NO: COMMISSION APPROVED: EXTENDED LINE# QUANTITY UOM ITEM NO. AND DESCRIPTION UNIT COST COST 1 44825 . 00 DL LIFT STATION 405 FORCE MAIN 1.0000 44825.00 CONNECTION PROJECT REMARKS LI:]FT :STATION 405: .FORCE MAIN.CONNECTION PROJECT C7.'p MANAGERAPPROVED. : (CONS'IMCTION LESS THAN 75k) zzs X. PROCUREMENT SERVICES: P.O. TOTAL: 44825 . 00 ACCOUNT NO. PROJECT 403-5000-535.65-04 SWR102 RECEIVING Page 365 of 1076 CHANGE ORDER (Instructions an reverse side) ko. 002 PROJEtT: Lift Station 405 Force Main Connection DATROFISS UANCE. February25,2019 OWNER: City of Boynton Beach (Name, ' .3301 Quantum Blvd,ST E 101 Address) Boynton Beach,Florida 33426 CONTRACTOR-B&B Underground Construction Inc OWNER's project No. Bid No.028-2821-181pr 4050 Westgate Avenue Suite 110 West Palm Beach,Florida 33409 ENc7INEER.- Boynton Beach UtIllitles; CONTRACT FOR. Uft Station 405 Force Main Connection {r Ws Project No. You are dimted to make the fbHowing changes in the Contract Documents. Description.. Install additional fittings for interconnect located in the Intersection of SW 4 Street and SW 27 Avenue Purpose ofChwge Order: Compensate Contractor for additional fittings needed as a result of changed field conditions not Anticipated at Time of Bid. Attachments:04st documents supporting change) Contractor's Correspondence at February 13,2019 CHANGE IN CONTRACT PRICE.- CHANGE IN CONTRACT ITAE: Original Con Price Original Coatrzd Time 44,13P&OO 75 Days dRys at Previous Change Orders No. 0t to No.—S-1 Net change from previous Change Orders 10 Days dap Contract Price prior to this Change Order Contract Time or to this Change Order 51,108.12, 85: Daysdays oc d= Net Increase(decrease)of this Change Order Net Increase(decrease)of this Change Order 3,775.00 0 Days days Contract Price with all approved Change Orders Contract Time with all approved Change Orden 54.883A2 85 Days days w dm RECOMMENDED- APPROVED- APPROVED: b'ggy by by Eo&adr Owner conasew SWhen Decker,President EJCDC No. 1910-8-B(1983 Edition) B&B Underground Construction Inc. Prep ued by the Engineers'Joint Codimct Documents Coalmittee and endorsed by The Associated CrenaW Contmcton of Ammim Page 366 of 1076 My of Boynton Beach DESCIFUMON CostAssociated,oh1h reaff9fting pipe due to changes in Sato Conditions. Mimi ftan NM 002 Labor R di rament t r mfr Overtime r Labor RaW .. Amount ................. aaPon n 1.t 0.00 X1.09 ig °Q0 0.00 am ._m.._....® .._.®._.._._.._.._.._.__....,_e_,__.®._. .._._ . ..�..,_____.�._. _m.__._._..... ............°�....--------_ .._._ ._.._.. _, ............ ------------------------------- !, 9.g9 . g 7C1.t33 .Qts 4,4 ,- trer _._._.._._ _.._.._ ___e_e__m_e ._----m__m... ...... ......mm_ _ _ _ .._......--------------_„___------- _......._.m. �t r �t Ind U Total:Sub _ Equipment Requirane 01Y Ratedhir _PmWANdenafte � Duration Amount Fat 19tasr 1.dt1 9143,'23 4. atic W. .......... .._._.._ .__.____•__.W _._ ._,_ _ _,.me .,, �. ._._._ ...,.. . , _m_ ,... , C9.t� .......... x d t .. _-----_._e : .. _. ------ M75 isTruck _® : o...........�..._-9K .-®._ _.,_ ,.i .,........ .a. _..-: —-7------w r ---------- t�,t w..-.tbe_m_.e,, .b..x_ --------- -- .,_m-_e- e__._._.�_.._._.._.� .ci ...e_-_.m.-__- ----- 6'-W__----_--....®e W a _®._ twr mn UnitAmount�. runt �. "45 DoBend P401 tine �00 S,&799.1�9 $2,032.00 .._._. P"I'p-0--- -------- _-------- _-,.-_-.-_ __._._ .._...._.®__._..__m._e, _e__.m_..._.... ..._.m_ m_ _e.ee._.ee.....,e.. . ._..m_.___.._.. ........................ ...r . .. m X32,1 tt . .. '^ U ..............m...._. ._e. -------- ---------- . -- ._m._e_............. .��.,,m...,,,.,. ...,,,._ -- 1 . e--.-_.,,_-_.-..-m-_m_....._.......®..........--529.76.-_._,- Sart Total: ,fid c m t r ui nm tm Unit Rate Amount barb T°ataf: M Ml ul rno Unit Rate U3 "ria w m unt Sub Total: $3,205.26 Inamsed Bond&1nsurrm 140% P 15% $492 TOTAL DIRECT COST $3,775 Oent Tne Extension D Bomarks eral Plans Depict ted4r t h e I t of 73 t r , Ha eem 11.16 feet Plans also depict 3 ink ftim main to 6e 1.93 feet d, p,Actual depth is 3. The addWonai ftings and pipe were r qulr d to adjust the alignment of the pig saperation. The design Ud have taken the connection point 20 fact behind(west)of planned n ction, Cid staff direaW the installation of dme addldonal drags and pipe. Page 367 of 1076 28TH AVE, :.a............ "" -,. Ii4 Tig � a z cx t . Ug 2 3 t9 � W � � ; afox y fri F 6 W SJ. % Hl. .....- ....... .... p - �7 � 9 �+#� �'�&: � � __ ��. � q"t � •°I � 6 ,. ami 9 B"✓.is Q ^`�—,." :. R�.'A"tltl t ........f .........tl ............. I LE ia- .............I............. ° b n C^ o 5 9I 66 m 'R '' Y �°34� sA. . F y �•y�" �5y z « I ... ; . : iff .... w , . gm x yam 3 - ^sion------ ........�_...._.- _ �" ___ e'' S `� �"°✓ w q , .a _ a U-0 MIR V _ # w ... 1.9 ............ x G 9 a gm N e w -ems.. f tl9 co�v arrsc yN'rN REACH _. Inc. 9�'b,$ 6�GK"vKNQJ.FORCE e-E �I. i Group, PLAN AND r°92CLME Page 368 of 1076 Page 1 of 1 (S li i Ut it) s a tStt -� t �t i.k1��tV jt tfi lf� it Ul s ��+fitsi��t Sri ilntj 1 t t 4 t �r £ r"# - �ye`n� 44{ �, v i #1£fl1 " i 04 t � ll u t � £t� Y���y t �� ' �«�� `° 4 Al tit�� irttt�� t�_d�t� 4`I� 3 tl� https:l/app.e-builder.net/dal/DocumentsfFileView.aspx?FileID=842f4ece-e5ad-4ff8-b75a-... 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NW/MW 1076 Page 1 of 1 , r w � � s t I i - t i ri � IS t i i https://app.e-builder.net/da2/Documents/FileView.aspx?FilelD=l15 1 -el f-4 e - 592... PV92/M90f 1076 CHANGE ORDER (Instructions on reverse side) o. 001 PROJECT: Lift Station 405 Force Main Connection DATEOFISSUANCE: February 20,2019 OWNER: City of Boynton Beach (Name, ' .3301 Ouantum Blvd,STE 101 Address) Boynton Beach,Florida 33426 CONTRACTOR:B&B Underground Construction Inc OWNER-s project No. Bid No.028-2821-1 81PT 4050 Westgate Avenue Suite 110 West Palm Beach,Florida&3409 ENGINEER: Boynton Beach Utiliftles CONTRACT FOR: Lift Station 405 Force Main Connection GIN ER's Project No. You are directed to make the following champs In the Contract Documents. Description: Install Coating on Existing Manhole located In the Intersection of SW 4 Street and SW 27 Avenue Purpose of Change Order: Compensate Contractor for work on Existing Manhole not Anticipated at Time of Bid. Attachments.(List documents supporting change) Contractors Correspondence dated February 13,2019 CHANGE IN CONTRACT PRICE: F CHANGE IN CONTRACr TIME: Original Contract Price Original Contract Time 44,825.00 75 Days days or4sto Previous Change Orders No.-to No. Not change from previous Change Orders 0 Days days Contract Price prior to this Change Order Contract'finto or to this Change Order 44.825.00 75 Days rya aat� Net Increase(decrease)of this Change Order Net Increase(decrease)of this Change Order 6,283.12 10 Days Contract Price with all approved Change Orders Contract Thne with aft approved Change Orders 51,108.12 185 Days daVoordais RECOMMENDED- APPROVED: APPROVED: by Erdnegr by Owor by . EJCDC No. 1910-9-B([9 83 Edition) ker, ident Pres B&B Underground Construcdon Irr- Fteparad by ft Enencers'Joint Contract Documenis Committee and endorsed by The AnociateA General Contractors of Amr1m. Page 375 of 1076, k of Boynton Beach DESCRIPTION Lining of Manhda in time Intersection of SW4 Stream and SW 27 Avpnue Extre Item No. 0011 Labor malr m eats Omm rilarme Mfr Labor RaW Amount amintenmt m UO 4.00 „D ........ ...................__......... ......._.... _._...._m_m_._- _ » 0 _, _d. m7 , � _.. 6 4. CI cmc '_ ,r3 m- __.__m_..___._.m_._._.....d_________________m_m__.__.r__.,_. __m__._____........_.._ _. ....,..._.. rrz ems.... cmc atm �- Cm$ r » e _ _ 6.J......... ..... . ,�9...._.... ......... . [ro` ............ __..__...__.,.--- w - - . ---- .......... tC 'lllraPace �wrdn stab Total: 0.06 msl,pmant RequIramonfim; r Duration Amount Imn arm Ott U (rrr _ s e 4 .21 . 4 4. Q 0. � . .� X00 — ._,.....,... im S� rrmll mammnl -- _.._ _— e ...m—- .,...,.....---------- a . m liar ...mss €rr�mmmm �250 Perim li tm�m�k t3 ._._... _ _....... ».. 1!n 9 .. 2 2 ......... ....ae vl? .m ° �mdan 2.,......_._._... rain CYm� lm8» i ............... .._....._... 4 .................... . . ._m sm; 4 y _ _ _--- l --------- _. . e hawA an Em( WON roas aaj 176kwhamiyrate t ri l Re Wroments unit Rate Aniount ____m___---___________.____._ ----___..m____.____._..____m___ ._a__._.------------------------- ----------.------___... ..._a_..m.______.___._.. __.__m_.__.w.„......«........._w_____..__ 1 ,...._,., ....................r........:..,....... ------------------- F ..._ __..________.._-..-__._m_____<____ „___, tm r ��l a i7 Ohm -------- Subcontractor Re ...uIrowents Q 'Unit Rate Amouink Midnenence of Trac 1.0 I_ 50. 0 �5mm: m5 L 4d 2 i 4 22.1 » _Sub rota MIs- --ulrements 0 unit Rats Duration hrms Mm3ffi3t 1 cm3 mnmt Irma .4 �', 12a Int I ------- 16,28112 �rmlm-�^l�Imrm mym�i�n IIS rim r f Page 376 of 1076 Wednesday,February 20,2019 at 9:15:03 AM Eastern Standard e Subject: RE: Manhole rehab Tuesday, February 19, 2019 at 11:36:57 Eastern Standard Time From., Cuesta,Juan Stephen Decker Stephen, Could you please send me a change order for the manhole repair?,we will move forward with the supercoating of the manhole. If you could start a change order In ebilder(I can assist if someone calls me) Thank you, Juan Juan Cuesta Associate Engineer Boynton Beach Utilities City of Boynton Beach 124 E.Woolbright Rd. Boynton Beach, Florida 33435 561-742-6437 CuestaJ@bbfl.us http-://www.boynton-beach.org/ l� America's t the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure®Under Florida records law,email addresses are public records.Therefore,your e-mail communication and your e-mail address may be subject to public disclosure. i u z Stephen Decker<S ee er a st.co > Wednesday,February 1 ,2019 7:22A Cues ,Juan<Cuest .us> Subject: Manhole rehab 1 Page : f Page 377 of 1076.. Juan Good Morning. in review of the existing Manhole at the intersection of SW 4 Street and SW 27 Avenue,we have the following information. The structure Is an original Brick Manhole. During the cleaning and blasting portion of the Coating process,we anticipate some loss of grout. This has been Included in the rehabilitation cost. We will utilized the Strong Seal as we have seen great results from this product. Four foot diameter manhole,approximately 11.48 feet in depth. Rehabilitation with strong seal$6,283.12. Thank you Stephen Decker, P E. Ntfl Underground Construction Inc 4050 Westgate Avenue Suite 110 West Palm Beach,Florida 33409 PH:561249 0341 From: Tuesta,Juan" <mgAW9J2bfL1a> Date., Friday, February 8,2019 at 7:59 AM To:Stephen Decker<sdaLkeL@J2bMLDn2=> Subject: Manhole rehab Good morning Stephen, Here are some links for the approved manhole rehabilitation materials. 1. SewperCoat-]Zpl &ww.kernep /-5ewpffLmLphp 2. Strong-Seal--hft=1J-w-wA.A=g 1"r ie_ct_-i 3. Refratta HAC 100-b U whinteriandgmpcomiBgf[an&-IQ-2 t I Thanks, Juan Juan Cuesta Associate Engineer Boynton Beach Utilities City of Boynton each 124 E.Woolbright Rd. Boynton each, Florida 33435 561-742-6437 E2 QJ?Wt—aJ-@hLfl---U—S I bU-,;/_ /WAwboyj3ton-hCaCb.0 America's Gateway to the Gulfstream Page 2 of 2 Page 378 of 1076 Of=MCMES'OF' B&B Underground Construction, Underground Services of America,Inc. Att.:Johnnie Adkins 333 Southern Blvd Suite #303 4050 Westgate Ave.Suite 110 West Palm West Palm Beach,FL 33405 Beach.FL.33409 Pho West Palm each.FL.33409, Fl.33409 ne:772-21358 5-6 americanus@bellsouth.net PROPOSAL .............. Description Quantity Unit price Price MOBICONFINED SPACE Mobilization to Boynton Beach Setup and Maintain Confined Space Attendee and Equipment to perform scope of work. 1 $1750.00 $1750.00 ............. -------------------------......................... SERVICES SUPPLIES &MATERIALS:Provide all Supplies and Materials to Perform Chemical Grout Injection by means of Injections 1/2"ports in compliance with the technical specifications. (Estimated cost and May increase If more than Gallons of Grout is needed.) 5 $162.43 $812.15 CHEMICAL GROUT(LABOR) LABOR to Install injection its along crack surfaces. I nject Alchemy Polymers AP 500 Hyd roph ilic foam I njection resin to interior of joint surface of a 4'dia. Manhole to comply with the manufactures technical specifications. 4 $185.00 $740.00 STRONGSEAL HPM(MANHOLES) REPAIR PATCH:Prepare interior concrete surfaces for corrosion barrier. Install STRONGSEAL HIGH PERFORMANCE M I]X Corrosion Barrier to Interior concrete su diaces of 4'dia. manholes In compliance with the technical specifications. 1 $685.00 $685.00 .............................------------------ .....--------------- CHERNE PLUG Install and Monitor Cherne Flow through Plug with Pressure Gauge to maintain sewage flow until cure time has been 11 $645.00 $64&00 Total $4,632.16. Page 379 of 1076 CRY of Boynion Beach DESCRIPTION Cost Assocafted with all tranch Repair and Final Restoration Based on in Field Conditions. Extra item No. 003 Labor Rate* Annount $100,00 $0.00 70.00 3 0.00 oyer 3.00 28.80 Fle men 0 0.40 0 &00 Sub Total. $0.00 Equipment Requirements mount Cat 308 Excavator KOO W 0.00® . Ro-Mratau-ckSkid StRe-r - 0.00 3 unno&hktaaes OM 9.75 5 OM 0. 1.00 --W-29 ' 9166 0. Mo r6d'---F6-.44 1.29 0,00 .00 Truck --fi-1-12 --"-T2-.22 - 010 0 1.00 fTr= 0.00 0 12.47 2145 9 0,00 11.42 0.00 0B $M00 Unit Rate Amount Tons $2&" $1,460.23 ons 70.12 W01.-471 TonsTtt.12 431.40 &M 73-T - al Sub Total: 540.35 Subcontractor Re uirements of Unit to Amount .................. MHWIWubcontractar 1.0 Dg $4,300,00 $4,800,00 Na-vin u con or" 1.0 6"" 6,- M' Sub Tofal., 11400.00 Misc. Re uIrements Unit Rate Duration firs Arnount Road Plates 3.00 Ea $340,00 $1,020M $1,020.00 Sub Taii lot 1%960.35 Increased Bond&Insurance 140% $407.05 Profit 15% TOTAL DIRECT COST ia 072.50 Contract Time Extension a 5 Rernarks. 1, Initial Trench restoration was two areas No.I @ 28 x 20 feet,and No.2 is 15 x 5 Completed in 12 hours 2. 24 inches of Rack and 2.5 inches of asphalt Pursuant to the contract. 3. Overlay was I Inch Wck bled on Area 35 x 26 ftA2 work Completed in 4 hours M Page 380 of 1076 6.K. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Accept the City of Boynton Beach Community Rating System (CRS) Flood Mitigation Plan Progress Report, Flood Mitigation Activities Action Plan updates and Program for Public Information Evaluation Report(May 2018 to April 2019). Copies will be available to the public on the City's website on the Flood Information page. (www.boynton-beach.org/flood-information). EXPLANATION OF REQUEST: The City of Boynton Beach has been actively participating in the Community Rating System (CRS) since it entered the program in October 1991. The CRS is a component of the National Flood Insurance Program (NFI P), which provides reductions to flood insurance premiums for residents and business within participating communities. The City has developed a comprehensive outreach program to inform the community on the benefits of floodplain management and to highlight the importance of flood mitigation. I n April 2013, the City established a Program for Public Information (PPI) Committee and began the process of evaluating existing outreach efforts and making recommendations to improve outreach. The Committee's work included the following: • Assessment of community public information needs • Formulation of messages and their intended effects • Identification of outreach projects to convey the messages • Examination of other information initiatives • Preparation of a PPI Implementation Guide As a part of this outreach program, the City will make available to the public the following three documents: • Flood Mitigation Plan 2018-2019 Progress Report • Flood Mitigation Activates Action Plan 2018-2019 Update • Program for Public Information (PPI)2018-2019 Evaluation Report The PPI report includes the required Flood Insurance Promotion annual plan evaluation. These documents are available online at wwwboynton-beach.org/flood-information ATTACHMENTS: 1. Flood Mitigation Plan 2018-2019 Progress Report 2. Flood Mitigation Activates Action Plan 2018-2019 Update 3. Program for Public Information 2018-2019 Evaluation Report HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The CRS program is part of the City's efforts to increase awareness of flooding risks and provide a reduction in flood insurance premiums to our residents. Page 381 of 1076 FISCAL IMPACT: Funds are budgeted for this program. ALTERNATIVES: Do not allow the announcement. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Flood Mitigation Plan Report D Exhibit Flood Mitigation Activities Action Plan Updates D Exhibit Program for Public Information Evaluation Report Page 382 of 1076 i'I I I a COMMUNITY RATING SYSTEM (CRS) ANNUAL RECERTIFICATION FLOOD MITIGATION PLAN (FMP) 2018-2019 PROGRESS REPORT SUBMITTED TO: Insurance Services Offis IS - CRS Program PREPARED Y: CRS-Max Consultants, Inc. Page 383 of 1076 City of Boynton Beach Flood Mitigation Plan (FMP) 2018-2019 Progress Report Community: City of Boynton Beach, FL Submitted by: Angela Prymas, P.E., Utilities—Senior Engineer, CRS Coordinator Email: PrymasA@bbfl.us Date of Report: April 4, 2019 Date Report sent to Governing Body(s): City Commission Agenda of May 7, 2019 1. Date this Report was Prepared: April 4, 2019 2. Name of the CRS Floodplain Management Plan: The City of Boynton Beach Florida Flood Mitigation Plan (FMP) 3. Date FMP Adopted: July 16, 2013 4. Five-Year CRS Expiration Date: October 1,2020 S. How can a copy of the original plan be obtained? City of Boynton Beach, Utilities Engineering Division,Angela Prymas, P.E. 124 E.Woolbright Road, Boynton Beach, Florida 33435 (561)742-6421 6. List what was accomplished during the previous year: NE 20th Avenue Drainage Improvements Project-Completed The purpose of this project was to mitigate localized flooding within an existing residential neighborhood of 13 acres by decreasing the extent of inundated area water ponding duration during rainfall events. Swales were implemented in most of the ROW pervious areas and approximately one mile of exfiltration trenches with 21 drainage structures in critical flooding areas. The project reduced nutrient loads to the environment and local waterways. In addition to the expected increase of resident's satisfaction and wellbeing; the community is no longer exposed to flooding repercussions. Harbor Estates(North&South Roads) Neighborhood Improvement Project-Completed The Harbor Estates Neighborhood experienced periodic roadway flooding and standing water during heavy rainfall events, which affected the residential property owners located in the FLOOD MITIGATION PLAN(FMP)2018-2019 PROGRESS REPORT Page 2 Page 384 of 1076 City of Boynton Beach vicinity of North and South Roads. To improve the quality and reliability of the Harbor Estates Neighborhood Utilities, the City of Boynton Beach provided a new stormwater system that collects the stormwater and discharges through four (4) shallow outfalls located along the north edge of North Road and one (1) shallow outfall at the southeast corner of the neighborhood. The project also included replacing aging and undersized water mains and upgrading fire hydrants in the project area. Central Seacrest Corridor Neighborhood Utility Improvements—Phase II under construction The goal of the project is to replace aging and undersized water mains and improve drainage within the right of way. For the drainage portion swales are implemented in most of the ROW pervious areas and exfiltration trenches with drainage structures in critical flooding areas. The project is a continuation of the work that was completed during Phase I. 7. Were any City of Boynton Beach objectives not reached or is implementation behind schedule?If so, state why. The status of each Action Item is attached to this report. 8. Should new projects specific to the City of Boynton Beach be started or should any of the recommendations or objects be revised: The FMP is in the update process. New projects will be added if necessary. 9. City staff provided copies of this report to the City Commission and local media. This report is being submitted to the City Commission via an agenda item. This report is being released to the local media, and is available to the public. Information Contact: Angela Prymas, P.E. Senior Engineer- Utilities City of Boynton Beach 124 E. Woolbright Road Boynton Beach, Florida 33435 (561) 742-6421 Email: Prymasa@bbfl.us Attachment:Action Items Progress Report. FLOOD MITIGATION PLAN(FMP)2018-2019 PROGRESS REPORT Page 3 Page 385 of 1076 i COMMUNITY RATING SYSTEM (CRS) ANNUAL RECERTIFICATION FLOOD MITIGATION PLAN (FMP) 2018-2019 ACTION PLAN UPDATE REPORT SUBMITTED TO: Insurance Services Offis IS - CRS Program PREPARED Y: CRS-Max Consultants, Inc. Page 386 of 1076 City of Boynton Beach Flood Mitigation Plan (FMP) 2018-2019 Action Plan Update Report Community: City of Boynton Beach, FL Submitted by: Angela Prymas, P.E., Utilities—Senior Engineer, CRS Coordinator Email: PrymasA@bbfl.us Date of Report: April 4, 2019 Date Report sent to Governing Body(s): City Commission Agenda of May 7, 2019 The following are flood mitigation activities recommended by the City of Boynton Beach Flood Mitigation Task Force in September 2012. Action Items 1. Implement the Utility Department capital improvement project named NE 3rd Street Stormwater Improvements, which includes NE 1st Street and NE 6th Avenue in the Heart of Boynton area (See Appendix N for details of project). Action: This area is from Boynton Beach Boulevard north to the C-16 Canal and from Seacrest east to Railroad Avenue. It includes the City's Public Works compound, which was a problem with TS Isaac because this is where the City vehicles are fueled but it was under water; we would not have been able to fuel our emergency vehicles if there had been five more inches of rain. Will require an RFQ for a study first and then the design would follow the study. The NE 1st Street and NE 6th Street area should be top priority. Funding: Capital Improvement Program Fund. Will research possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). 2018 Progress: Swales and exfiltration trenches to reduce flooding in the area were completed by City staff. 2. Implement the Utility Department Lakeside/NE 20th Avenue Neighborhood Utility Improvements capital improvement project (See Appendix N). Action: Has been on the books for a while and would require an RFQ to go out for engineering services to study the area and come up with a design. Funding: Capital Improvement Program Fund. Will research possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 1 Page 387 of 1076 City of Boynton Beach 2018 Progress: • NE 20th Avenue Neighborhood Utility construction was completed during 2018. • Lakeside Gardens: o Dimick Road drainage improvements were completed. o Data collection and engineering design for Potter Road and N Lake Drive is underway. 3. Implement a program to encourage homeowners' associations (HOAs) to maintain their drainage control structures/systems. Action: The Utilities Department will create a set of Standard Operating Procedures for the management companies of the HOAs so that they are educated as to what they should be doing pre-storm and post-storm. There should be a checklist for the management companies to follow. This will empower the HOAs to hold the management companies responsible if flooding occurs. Funding: Staff time (operating funds) 2018 Progress: Ongoing outreach efforts in coordination with FDOT, SFWMD and LWDD through workshops, utilities annual report and other publications. 4. Implement the Utility Department capital improvement project named "Golfview Harbor Neighborhood Utility Improvements". This area is west of 1-95 (See Appendix N). Action: Primarily a swale project. To be completed in the next fiscal year of 2013-2014. Funding: Capital Improvement Program Funds. Will research possibility of FEMA grant funds. 2018 Progress: In-house swale project completed in 2016 in place of the CIP project. 5. Continue City participation in, and compliance with the National Flood Insurance Program (NFIP) and the Community Rating System (CRS). Seek CRS classification improvements within capabilities of City programs, including adoption and administration of FEMA-approved ordinances and flood insurance rate maps (FIRMS) thus enhancing the City's flood mitigation efforts while securing insurance premium rewards for its residents and businesses. Action: This is the responsibility of the Development Department. This is an ongoing policy and the City will continue its current approach. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page E Page 388 of 1076 City of Boynton Beach M 2018 Progress: 5-year cycle visit has been completed. The City improved to a Class 6 rating. On September 19, 2017 the City Commission approved by ordinance 17-029, the adoption of FEMA's Palm Beach County Flood Insurance Rate Maps (FIRMS)to become effective October 5, 2017. 6. Implement the Utility Department Chapel Hill Utility/Lake Eden Improvements capital improvement project. This area is east of I-95 (See Appendix N). Action: Primarily a swale project. Will be completed in the next fiscal year of 2013-2014. Funding: Capital Improvement Program Funds. Will research possibility of FEMA grant funds. 2018 Progress: Swales have been completed in portions of the neighborhood. This is an ongoing maintenance project. 7. Encourage all property owners to purchase flood insurance. Action: This is the responsibility of the Development Department to be implemented through education and outreach. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 8. Encourage drainage solutions such as the use of pervious concrete and pavement. Action: This is current City policy and will continue as is. This is the responsibility of the Development Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 9. Provide ongoing training and evaluation of the CERT program. Action: This is current on-going City policy and will continue as is. The CERT members meet with the City's Fire Department four times a year. Two of those meetings are within two months of hurricane season. The Boynton Beach CERT program is one of the best in the County. Funding: Staff time (operating funds) 2018 Progress:The City's cert is continuing its training. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 4 Page 389 of 1076 City of Boynton Beach M 10. Implement the Utility Department North and South Road Neighborhood Utility Improvements capital improvement project (See Appendix N). Action: The City has tried to implement this project but it is on hold. Originally it was a water main and stormwater project. The homeowners have refused to grant an easement in their side yards for the outfall. This area is at the seawall. Part of the problem is that the lots of some of the newer homes are built at a higher elevation,which has impeded the sheet flow of water. Funding: Capital Improvement Program funds. Will research possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). 2018 Progress: North and South Roads Neighborhood Utility CIP was completed on October 2018 with a total construction cost of approximately$2 million and $200,000 in engineering. 11. Implement the Utility Department capital improvement project called Replacement Stormwater Pump in Stormwater Retention Areas (See Appendix N). Action: This is to help with Utility Department's operations and maintenance budget. Funded each year basically on an as needed basis. There is not a specific project area identified. The City may need a replacement pump if the flow exceeds the pump capacity. These funds would be used if something comes up that would exceed the operating budget Funding: Capital Improvement Program Funds. Could only submit project for a grant if a specific pump or project is identified. 2018 Progress: This program has been implemented. Pumps are purchased and replaced on an as-needed basis. 12. Encourage the City's departments to come forward with projects to enhance flood mitigation, particularly in repetitive loss areas and areas of frequent flooding for which the Grant Coordinator will pursue appropriate grants to fund the projects. Some examples of available grants are: • Flood Mitigation Assistance Grant • Hazard Mitigation Grant • Pre-Disaster Mitigation Grant • Repetitive Flood Claims • Severe Repetitive Loss Grant Action: The Grant Coordinator will follow up annually on this responsibility and provide a progress report to the Flood Mitigation Task Force in August of each year. FLOOD MITIGATION PLAN(FMP)2015-2019 ACTION PLAN UPDATE Page 5 Page 390 of 1076 City of Boynton Beach M Funding: Staff Time (operating funds). Matching funds, if required will have to be budgeted in or will be assumed by the homeowner if agreed. 2018 Progress: The City is pursuing a grant that addresses flood mitigation in one of its repetitive loss areas. 13. Assign an individual to continually update information prior to, during, and after a hurricane or flood event, including road and bridge closures, evacuation orders, emergency shelter locations and electrical outages. This update responsibility can include some of the following options: • City website • Email advisements • Television Government Access Channel • BBTV • Electronic message boards • Reverse 911 telephone system • E-News • Public service announcements through local media (radio, newspapers, etc.) • Social media including Twitter and Facebook • Citizen Hotlines • Brochure handouts at Points of Distribution (PODS). The POD in Boynton Beach is the Hester Center. Action: This is a current City procedure and will continue as is as a responsibility of the Boynton Beach Emergency Management Division. The Standard Operating Procedure written for emergency information dissemination shall include the items listed above. Funding: Staff time (operating funds) 2018 Progress: This is currently being implemented 14. Implement the Utility Department Stormwater Rehabilitation through the Entire City System capital improvement project(See Appendix N). Action: This is to help our operations and maintenance. Funded each year basically on an as needed basis. There is not a specific project area identified. This is used if something would exceed the operating budget. Funding: Capital Improvement Program Funds. Could only submit project for a grant if a specific pump or project is identified. 2018 Progress: Completed. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page Page 391 of 1076 City of Boynton Beach M 15. Ensure that City crews maintain and operate all flow control structures for which it is responsible and encourage private and regional entities to do the same. Action: This is the responsibility of the Utility Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing coordination with FDOT, SFWMD and LWDD through meetings and workshops. 16. Evaluate the City of Boynton Beach Flood Mitigation Plan, particularly the Action Plan, annually. Action: The Development Department will be responsible to prepare an evaluation of the Flood Mitigation Plan, including the Program for Public Information, for every annual meeting of the Flood Mitigation Plan Task Force. This responsibility will be ongoing. Funding: Staff time (operating funds) 2018 Progress: The 2018 Flood Mitigation Plan Evaluation was completed in March 2019 and this evaluation will be communicated to Commission. 17. Update the City of Boynton Beach Flood Mitigation Plan every five years. Action: The Development Department will be responsible to ensure that the Flood Mitigation Plan is updated every five years and coordinate the update with the Palm Beach County Unified Local Mitigation Strategy's five-year update committee. Funding: Staff time (operating funds) 2018 Progress: This will be done in 2019, and is in progress. 18. Enhance communication methods in preparation for, response to, and recovery from natural hazard events by utilizing social media, smartphone applications, and other new technology. Action: Palm Beach County has introduced a free smartphone app, PBC DART (Palm Beach County Disaster Assessment and Resource Tool). The American Red Cross Hurricane app use should be encouraged. The City's Emergency Management Division will continue the use of social media and explore new technology as it becomes available Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 7 Page 392 of 1076 City of Boynton Beach M 2018 Progress: Social media is currently being utilized as well as the Fire Department's CodeRED Emergency Notification System. 19. Review City Code of Ordinances and make recommendations, if necessary to strengthen maintenance requirements of private stormwater management facilities, including structures controlling flow and prohibiting parking in swales. Action: The Utility Department will collaborate with the Building Official, Code Compliance Division and others to make code revisions that would improve private stormwater management facilities attenuation. Funding: Staff time (operating funds) 2018 Progress: Restrictions on driveway widths and impervious area have been implemented in the Land Development Regulations and included on details in Utilities Engineering Handbook. 20. Ocean Inlet Drive and Shore Drive Stormwater Improvements should be submitted as a future Utility Department Capital Improvement Project. Action: Flood conditions have been observed within these rights-of-way, in part, due to debris in storm drains. Staff recommends purchasing different types of grates that would help allow for more efficient drainage. The Utilities Department may consider this area for a future capital improvement project. Funding: Capital Improvement Program Funds. Research the possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). 2018 Progress: Ocean Inlet Drive Stormwater Improvements Project was completed in early 2017 with a total cost of $100,000. There are not drainage issues on Shore Drive. The City is planning road repairs in this area within the next couple of years. 21. Implement the Utility Department Lake Boynton Estates Neighborhood Utility Improvements capital improvement plan (See Appendix N). Action: Includes potable water mains and stormwater improvements; primarily swales and some exfiltration. The project is in the final design stage is planned to be bid by the end of the calendar year (2012) pending approval of the City, which is being done by procurement in the City Attorney's office. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 8 Page 393 of 1076 City of Boynton Beach M Funding: Capital Improvement Program funds. Research the possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). 2018 Progress: During heavy rain events stormwater pond overflows into the neighborhood causing flooding. The City storm detention area was designed to drain to a FDOT ditch and then to the Lake Worth Derange District's E-4 Canal. 22. Implement the Utility Department Seacrest Corridor Neighborhood Utility Improvements capital improvement project(See Appendix N). Action: Similar to the Lake Boynton Estates project; primarily a water main project that will include some stormwater improvements such as swales and exfiltration. It is planned to be out for bid by December 2012. Funding: Capital Improvement Program funds. Research the possibility of FEMA grant funds. This mitigation project will be submitted to the Palm Beach County Unified Local Mitigation Strategy (PBC LMS) Project Prioritization List (PPL). 2018 Progress: Part 1 of Phase II started construction on August 2018 with a budget of$3.2 million and Part 2 was approved with a budget of$9.3 million including a force main of approximately 8,000 LF to be completed in 2020. 23. Ensure adherence to the City's Emergency Procedures Manual, particularly in the event of evacuation orders. Action: A consultant has been hired by the City to update the Emergency Procedures Manual, which will be completed by the end of October 2012. Emergency Management Division personnel should review key components of the procedures before June 1st of each year. Funding: Staff time (operating funds) 2018 Progress:The City's Emergency Procedures Manual that was adopted in 2013 is still in effect. 24. Complete the inventory of the City's drainage structures. Action: This is a requirement of the City's National Pollutant Discharge Elimination System (NPDES) permit. As part of the 5-year permit cycle, 20% must be inventoried annually. To be completed by the Utility Department by March 2016. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 9 Page 394 of 1076 City of Boynton Beach M 2018 Progress: This is an ongoing process to fulfill NPDES permit requirements. In addition, field data collection is ongoing to implement and populate the new Utilities GIS system. 25. Implement the following Utility Department Capital Improvement Plan stormwater project: Stormwater Master Plan and Updates — Review the status of the City's stormwater system and develop plans for its ongoing maintenance and improvement and ensure compliance with any NPDES regulations (See Appendix N). Action: This is a "high priority" Capital Improvement Project scheduled to be completed in 2013. This will be a study of the Heart of Boynton area. Has to go to RFQ. Funding: Capital Improvement Program funds. Research the possibility of FEMA grant funds. 2018 Progress: The Utilities Department implemented a Comprehensive Utilities Optimization Plan which includes a water, waste water and stormwater analysis and rate evaluation. 26. Encourage designation, protection, and maintenance of wetlands, mangroves and environmentally sensitive lands. Action: The Army Corps of Engineers manages wetland ecosystems and requires permits for certain development activities. The Palm Beach County Department of Environmental Resources Management has no permit authority over jurisdictional wetland areas. All wetland areas claimed as jurisdictional by either the South Florida Water Management District (SFWMD) or the United States Army Corp of Engineers (ACOE) are exempt from the County's vegetation removal process; only native upland vegetation located outside of wetland boundaries are subject to permit. This recommendation is ongoing and is the responsibility of the City's Development Department. There are no plans to change the current approach. Funding: Staff time (operating funds) 2018 Progress: Conservation overlays are currently a part of the City Comprehensive Plan and designated on the City's Future Land Use Map. This is ongoing as part of development approval process. 27. Encourage FEMA to update Flood Insurance Rate Maps (FIRM)to include base flood elevations in all Special Flood Hazard Areas (SFHA). Action: FEMA is in the process of updating the County's FIRMS at this time. The Development Department will keep the City updated on the progress of the mapping. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 10 Page 395 of 1076 City of Boynton Beach M 2018 Progress: The Federal Emergency Management Agency (FEMA) has recently developed new flood maps for the City of Boynton Beach which were effective on October 5, 2017. Flood maps are used as a basis for determining flood risks, building requirements and insurance premiums. 28. Increase the correction of localized drainage problems so that Level of Service standards are enhanced. Action: The Utility Department will continue efforts to maintain, replace, and upgrade drainage features to minimize or eliminate localized drainage problems. The Director of the Utility Department shall submit records in August of each year to the Flood Mitigation Plan Task Force Chair outlining the previous year's accomplishments. This is reported annually to the Department of Environmental Protection. Funding: Capital Improvement Program funds. Research the possibility of FEMA grant funds. 2018 Progress: The City report to FDEP on its MS4 — Annual Report the stormwater capital improvements projects. Completed in the previous year: • North &South Roads • NE 20th Avenue Ongoing during current year: • Central Seacrest Corridor Phase II • Lakeside Garden • Oak/New Palm Way • Potter& Lake 29. Require that installation of stormwater management facilities made necessary by new development is the responsibility of the developer. Action: This is current policy and will continue as is. This activity is ongoing as the responsibility of the Utility Department. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 30. Identify City parks and unbuildable lots (as determined by the Development Department)that could be designated for permanent open space and encourage such designation where possible. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 11 Page 396 of 1076 City of Boynton Beach M Action: This responsibility will be a collaboration of the Parks and Recreation Department, Development Department, and the Public Works Department. Funding: Staff time (operating funds) 2018 Progress: City has a verbal contract with the Developer of the Riverwalk project to acquire approximately 5.76 acres of mangrove land on their parcel south of existing plaza. City will designate as a nature preserve and open space. 31. Consider areas for multiple uses that can be used for storage of floodwaters (retention/detention areas), such as ball fields, public rights of way, parks, and designated open space in locations that have flooding problems. Action: This will be a joint responsibility of the Utility and Development Departments. Funding: Staff time (operating funds) 2018 Progress: Evaluation is ongoing. Occasionally staff implements pumping of stormwater runoff to City Parks and Recreation facilities during storm events. No City parks have been designated as permanent open space over the past three years; acquisition of unbuildable lots is not economically feasible at this time. 32. The Development Department shall evaluate the building/site regulations of each zoning district and make recommendations for minimum open space requirements. Action: The Development Department will be responsible to implement this activity. Funding: Staff time (operating funds) 2018 Progress: The City is currently in the process of conducting a Land Development Regulation audit as part of the CRA Redevelopment Plan implementation. As part of the audit, open space requirements will be reviewed and studied for potential changes. 33. Require new development that requires site plan approval to incorporate historical drainage patterns in the analysis of the required stormwater storage. Action: This is current City policy and the collaboration between the Utility and Development Departments will continue as is. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 11 Page 397 of 1076 City of Boynton Beach 2018 Progress: This continues to be implemented. 34. Encourage developing provisions for stormwater design management practices in low-impact development. Action: The Utility and Development Departments have joint responsibility for this item. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 35. Continue the City's maintenance program to clear debris from stormwater drainage areas. Action: The Utility Department will assure that this program is implemented and shall make the records available to the CRS Coordinator each year. This activity is ongoing and the City will continue its current approach. Funding: Staff time (operating funds) 2018 Progress: The Utility Department continues to implement this. 36. As part of the City's NPDES program, continue sediment control to prevent clogged drainage systems such as street sweeping, curb and gutter cleaning and planting vegetation on bare ground. Action: This is current policy and the Public Works Department will continue the current approach.. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 37. Prioritize the reduction of repetitive loss properties through various means of mitigation, update repetitive loss forms, and strive to remove properties from the Repetitive Loss List. Action: This is an ongoing activity that will continue as a top priority of the City's Development Department, the results of which will be reported annually to the Flood Mitigation Task Force. This is current policy and will continue as is. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 1E Page 398 of 1076 City of Boynton Beach M 2018 Progress: As there is limited funding to mitigate and acquire property, no mitigation activities have been completed on the City's repetitive loss sites. City will continue to work on a case by case basis as funding opportunities arise. 38. Include notification of grants, loans, and service availability in all City media publications, seminars, and websites that pertain to flood mitigation. Action: This item will become a part of the City's Program for Public Information (PPI) and will be a joint collaboration between the City Manager's Office and the Development Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 39. Provide information to residents, businesses, property owners on the purpose, importance, and proper maintenance of swales. Action: This is an ongoing activity by the Utility Department and will continue the current approach. Funding: Staff time (operating funds) 2018 Progress:The Utility Department continues to implement this. 40. Work with developers when redeveloping commercial or mixed-use sites along the Intracoastal Waterway by encouraging that they dedicate the easternmost portions of land granted as an easement or to be greenways for public access and use. When redevelopment is proposed on private properties located along the Intracoastal Waterway, staff shall collaborate with the developers to encourage public access along the easternmost portion of the property (e.g., development of a greenway, pedestrian path, bikeway, etc.) by the granting of an easement or other legal means. Action: This is an ongoing responsibility of the Development Department. Funding: Staff time (operating funds) 2018 Progress: As part of the Riverwalk (Mixed Use) development approval the developer is required to grant the City a public access easement on their property adjacent to the intra-coastal waterway. This easement must be dedicated prior to issuance of building permits. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 14 Page 399 of 1076 City of Boynton Beach M 41. Consider City acquisition of repetitive loss and/or adaptation action area properties along the Intracoastal Waterway. Action: This responsibility will be a collaboration of the City Manager's Office, the Development Department and the Legal Department. Funding: Staff time (operating funds). Research the possibility of FEMA and other grant funding. 2018 Progress: This has not been implemented to date, considering the high cost entailed. 42. Collaborate with Florida Communities' Trust to assist with funds in acquiring properties in the Special Flood Hazard Area (SFHA). Action: This responsibility will be a collaboration of the City Manager's Office, the Development Department and the Legal Department. Funding: Staff time (operating funds) and grant trust funds. 2018 Progress: Development Department: This has not been implemented to date, based on the changes with the City's FIRM maps. This item will be re-evaluated with the recent adoption of the new FIRMS. On September 19, 2017 the City Commission approved by ordinance 17-029, adopting FEMA's Palm Beach County Flood Insurance Rate Maps (FIRMS), effective October 5, 2017. 43. Collaborate with the Southeast Florida Regional Climate Change Compact as they make recommendations for land development standards with respect to low-lying coastal areas. Action: The City will be asked to pass or approve by Commission resolution to adopt the Compact where feasible for the Boynton Beach community, saying we accept the Compact and will look to incorporate the feasible implementation strategies into the City's land development regulations and Comprehensive Plan. In early 2013 all of the municipalities will be presented with a resolution and will be asked by the County Administrators of Palm Beach, Broward, Miami-Dade and Monroe Counties to adopt. This will be the responsibility of the City Manager's Office. Funding: Staff time (operating funds). Research grant funds for implementation. 2018 Progress:This has not been implemented to date. 44. Educate citizens about and encourage them to consider the following forms of retrofitting for areas or buildings with major flooding issues: • Install backflow valves on sewer systems • Elevation of structures by piers, posts and columns, and pilings FLOOD MITIGATION PLAN(FMP)2015-2019 ACTION PLAN UPDATE Page 15 Page 400 of 1076 City of Boynton Beach • Create a secondary water barrier • Elevate the lowest floor above the 100-year flood level • Wet flood proofing (allowing water to enter uninhabited areas of the structure) • Dry flood proofing (sealing the structure to prevent flood waters from entering) • Levees and floodwalls(constructing a barrier around the structure to keep out flood waters) • Demolition (tearing down the structure and rebuilding with appropriate flood proofing techniques or relocating the structure) • Elevate the main breaker or fuse box Action: This is an ongoing activity through education and outreach and is the responsibility of the Development Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 45. Encourage flood proofing techniques in order to preserve and revitalize neighborhoods. Action: This is an ongoing activity through education and outreach and is the responsibility of the Development Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 46. Encourage property owners to use qualified hazard mitigation professionals to inspect building foundations and access damage after flood events. Action: FEMA, insurance agents, the State National Flood Insurance Program (NFIP) office and the City's Development Department will provide contact information Funding: Staff time(operating funds) 2018 Progress: Ongoing. 47. Identify, inform, and encourage homeowners' associations to install littoral/upland buffer plantings around lakes and retention areas. Action: This will be a responsibility of the Development Department through education and outreach. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 1 Page 401 of 1076 City of Boynton Beach Funding: Staff time (operating funds) 2018 Progress: Ongoing. 48. Identify privately owned and public natural and beneficial areas in the City and consider expansion of the City's properties that are designated natural and beneficial areas. Action: The Development Department will implement this item. Recommendations will be presented to the Flood Mitigation Plan Task Force in its Task Force meetings. Funding: Staff time (operating funds) 2018 Progress: City has a verbal contract with the Developer of the Riverwalk project to acquire approximately 5.76 acres of mangrove land on their parcel south of existing plaza. City will designate as a nature preserve and open space. 49. Maintain strong enforcement of South Florida Water Management District and Lake Worth Drainage District regulations pertaining to floodplain management. Action: The Utility and Development Departments continue this current policy as is. Funding: Staff time (operating funds) 2018 Progress: The City continues this implementation. 50. Encourage individual property owners to pursue percolation-oriented drainage improvements using best management practices through outreach and education. Drainage that seeps into the soil, rather than being directed out to the ocean, provides multiple benefits. Not only does it mitigate flooding, but it also recharges the aquifer, enhances water quality, and reduces erosion. Action: The Development Department will include recommendations pertaining to percolation- oriented drainage in the form of outreach and education. This activity will be ongoing. Funding: Staff time (operating funds) 2018 Progress: Ongoing. Projects typically include exfiltration trench and/or injections wells as part of their onsite storm water management systems. As we further implement the requirements of NPDES program point source discharges are being measured for nutrients and contaminates, as well as best management practices are provided to prevent future discharges. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 17 Page 402 of 1076 City of Boynton Beach M 51. Implement strict enforcement of best management practices for reducing erosion during development activity. Action: The Development Department will be responsible to implement this activity. This is current City policy and should continue as is. An accounting of enforcement of this activity will be included in each annual evaluation of this Plan. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 52. Consider dune restoration programs. Action: This activity will be the responsibility of the Parks and Recreation Department. Funding: Staff time (operating funds). Research the possibility of grant funds. 2018 Progress: Further study and inventory of the dunes is required prior to any restoration efforts. 53. Research whether the State will provide free sand and sandbags to residents prior to impending floods. Action: This will be the responsibility of the City's Emergency Management Division. Research the possibility of the State providing sandbags through the County for distribution at PODS. Funding: Staff time (Operating funds) 2018 Progress: This has not been implemented as a free provision. The County Emergency Management Operations Center can order sand and sandbags if necessary. 54. Ensure optimal staffing of emergency management personnel to receive and respond to emergency events. Action: This practice will continue as in the past, in accordance with Incident Command System (ICS) standards and ensuring adherence to the City's Emergency Procedures Manual. Funding: Staff time (operating funds) 2018 Progress: This is still in effect. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 18 Page 403 of 1076 City of Boynton Beach M 55. Integrate response to flooded homes with appropriate response organizations (CERT, American Red Cross,faith based organizations and other non-profit entities). Action: The Emergency Management Division will contact appropriate response organizations at least 24 hours prior to anticipated hurricane or flooding event. During or immediately following the event, contact with these organizations will be made again to ensure integration of response in accordance with the City's Emergency Procedures Manual. Funding: Staff time (operating funds) 2018 Progress: This is currently implemented during events that provide a warning period. 56. Identify all critical facilities located within SFHAs and make contingency plans for each, in the event of flooding. Action: The City's Fire and Life Safety Division will collaborate with the Risk Management Department to identify all critical facilities located within the SFHAs and to make the recommended contingency plans by [date] of each year. A preliminary report will be presented to the Palm Beach County Local Mitigation Strategy and the Boynton Beach Flood Mitigation Task Force. Funding: Staff time (operating funds) 2018 Progress: All critical facilities have been updated. 57. Continue to ensure that all new public buildings that serve first response and critical emergency/public needs, including record/data collection and communication centers/infrastructure, are located outside of flood zones or flood prone areas. Action: The Development and Engineering Departments will be responsible for this activity and will continue the current policy as is. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 58. Annually update the list of nursing homes and smaller home care centers (Type 1 Group Homes) in the City and the priority list of critical facilities. Action: The City's Fire Department completes this every year. This procedure will continue as is. Funding: Staff time (operating funds) FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 19 Page 404 of 1076 City of Boynton Beach 2018 Progress:This is continuously updated. 59. Confirm that all nursing homes have an emergency plan. Action: This is required every year by the City's Fire Department and will continue the current procedure as is. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 60. Keep Special Registry List and share with CERT teams. Action: This list is maintained by the City's Fire Department and will continue its current approach. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 61. The Stormwater crew will keep a registry of problem areas that requires the use of vacuum trucks in the event of a flood event, including after regular business hours. Action: This is current policy and will continue as is. The Stormwater Director will coordinate with the Fire and Life Safety Division. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 62. Explore funding opportunities to retrofit critical facilities to be more flood and wind resistant. Action: This is the responsibility of the City Manager's Office and is an ongoing policy that will continue as is. Funding: Staff time (operating funds) 2018 Progress: No grant funding has been identified to date, but the City monitors grant opportunities on an ongoing basis. 63. Continue to advertise evacuation routes. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 20 Page 405 of 1076 City of Boynton Beach M Action: This responsibility of the Emergency Management Department will continue as is through education and outreach. Funding: Staff time (operating funds) 2018 Progress:This continues to be implemented. 64. Post contact information so that citizens know how to contact FEMA post-flood. Action: The Emergency Management Department shall ensure that the literature and announcements included in the City's public information outreach includes this information. The City will continue this practice as is. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 65. Provide knowledgeable staff to assist citizens, before, during and after a flood event to help them understand their repair, rebuilding,flooding and mitigation options. Action: The Building Official will coordinate this assistance based on staff availability and prioritized needs. This is a current City procedure and will continue as is Funding: Staff time (operating funds) 2018 Progress: Ongoing. 66. Assure annual distribution of printed copies of the Boynton Beach Hurricane Survival Guide in multiple languages at City Hall. Action: This item will be the responsibility of the Emergency Management Department. Currently the guide is not provided in printed form due to budget constraints. Funding: Research grant availability. 2018 Progress: The guide is provided online, but is not available in print. 67. Post the Boynton Beach Hurricane Survival Guide and a link to the Palm Beach County Hurricane Survival Guide on the City's website in a location that is easily accessed by the community. There are no plans to change this practice. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 11 Page 406 of 1076 City of Boynton Beach M Action: This is current practice and will continue as is as the responsibility of the Emergency Management Department. Funding: Staff time (operating funds) 2018 Progress: This continues to be implemented. 68. Implement the City's Program for Public Information (PPI), a copy of which can be found in the Appendix of this Plan. Action: The Development Department shall be responsible to implement the City's Program for Public information and to report on its annual evaluation and revisions by October 1st of each year. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 69. Conduct an emergency procedures public outreach campaign (chambers, civic groups, etc.). Action: The Emergency Management Department will continue this activity as is. Funding: Staff time (operating funds) 2018 Progress: This is still in effect. 70. Continue to work with the City Housing Program to provide education to homebuyers regarding flood information. Action: The Development Department will follow up with the Flood Mitigation Task Force annually on this responsibility by October 1st of each year. Funding: Staff time (operating funds) 2018 Progress: Ongoing. 71. The Community Rating System (CRS) program should sponsor an information session and invite the insurance industry, Florida League of Cities and other interested parties to distribute information on potential insurance premium discounts, provide information to contractors and homeowners on the risks of building in hazard-prone areas and mitigation, provide the public with Federal Emergency Management Agency (FEMA) floodplain maps and develop a list of techniques for homeowner self- inspection and implementation of mitigation activities. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 11 Page 407 of 1076 City of Boynton Beach M Action: The Palm Beach County CRS Users' Group, of which the City of Boynton Beach is a member, will work with the CRS Program to implement this activity. Much of this information is distributed at the CRS Users' Group's Hurricane Expo which in held in June of each year. Funding: Staff time (operating funds) 2018 Progress: The Utilities Department conducted the flood awareness workshop (Nov 2017), participated in several public meetings and related workshops where flood prevention materials and NFIP program brochures were distributed and communicated with attendees about flood prevention and mitigation. 72. Research if the realtor community has a hazard disclosure requirement for deed transfers, leases or other contracts for sale or exchange of property in flood hazard areas. Action: This will be the responsibility of the Development Department. Funding: Staff time (operating funds) 2018 Progress: For properties that are being acquired with mortgages, typically the mortgage company requires a flood map determination or elevation certificate to verify if property is located within a SFHA. Currently there are no requirements for realtors to research flood hazard information. 73. The City shall discourage hospitals, congregate living facilities for persons with special needs, nursing homes and the like from locating within Coastal High Hazard Area (CHHA) and shall encourage such existing facilities to relocate to safer locations within the City. Action: This responsibility will be with the Development Department. Funding: Staff time (operating funds) 2018 Progress: Ongoing. FLOOD MITIGATION PLAN(FMP)2018-2019 ACTION PLAN UPDATE Page 1E Page 408 of 1076 i'I I I a COMMUNITY RATING SYSTEM (CRS) ANNUAL RECERTIFICATION PROGRAM FOR PUBLIC INFORMATION (PPI) and FLOOD INSURANCE PROMOTION 2018-2019 ANNUAL EVALUATION REPORT SUBMITTED TO: Insurance Services Offis IS - CRS Program PREPARED Y: CRS-Max Consultants, Inc. Page 409 of 1076 City of Boynton Beach Program for Public Information (PPI) and Flood Insurance Promotion 2018-2019 Annual Evaluation Report Community: City of Boynton Beach, FL Name of PPI: Program for Public Information —City of Boynton Beach, FL Submitted by: Angela Prymas, P.E., Utilities—Senior Engineer, CRS Coordinator Email: PrymasA@bbfl.us Date of Report: April 4, 2019 Date Report sent to Governing Body(s): City Commission Agenda of May 7, 2019 1. Date of the annual PPI committee meeting for this evaluation: March 15, 2019 2. List of committee members that attended the annual PPI committee meeting above: • Angela Prymas* (Chair) • John Adams • Deris Bardales • Lulu DaCamara • Beulah Douglas • Gary Dunmyer* • Rebecca Harvey* • Shane Kittendorf* • Elle Rappaport • Chris Roschek* • Larry Taylor • David Vincent 3. List the Priority audiences for your community: • Target Audience#1. Properties in Repetitive Loss Areas • Target Audience#2. Areas that were impacted by the January 2014 flood • Target Audience#3. Homeowner associations • Target Audience#4. Property management companies • Target Audience#5. Greater Boynton Beach Chamber of Commerce • Target Audience#6. Landscaping companies In addition to the groups listed above, which were identified in the PPI Implementation Guide, the Committee determined in 2017 to add three additional target audiences: Pro rare For Public Information(PPI) - Annual Evaluation Report Page E Page 410 of 1076 City of Boynton Beach • Target Audience #7. Properties recently designated as within a Special Flood Hazard Area (SFHA) by the new FEMA Flood Insurance Rate Maps released in October 2017 • Target Audience#8. Condominium associations (in addition to homeowner associations) • Target Audience #9. Coastal properties on the Intracoastal Waterway and the Ocean which are especially impacted by seasonal King Tides and sea level rise 4. List the Topics and associated messages with the desired outcomes for each message: MESSAGES AND DESIRED OUTCOMES Message Outcome 1. Know your flood hazard More map information inquiries 2. Insure your property for Increase in the number of flood insurance flood hazard policies 3. Protect people from the Fewer water rescues and police citations for hazard ignoring barricades 4. Protect your property Reduced property loss due to flooding from the hazard Reduced number of building department 5. Build responsibly citations 6. Protect natural Improved water quality as reported in floodplain functions NPDES 7. PPI: Be prepared for Reduced property loss from hurricanes hurricanes 8. PPI: Maintain your Reduced street flooding events from clogged storm drains storm drains 9. PPI Be prepared for Increased evacuation in storm events storm surges 10.PPI: Be prepared for sea level rise Increased openness to freeboard restrictions S. List the projects in the PPI used to convey the above messages: • Annual community flood hazard publication sent to every address (Publication includes English, Spanish and Creole versions) • Information dissemination through groups receiving City funding • Public Library (350) • Twitter and Facebook postings of flood information • Map inquiry service (320) • Flood insurance letter from Mayor(370) • City website advisement(350) • Email advisements • BBTV advisements • Code Red (Reverse 911) messages • Public presentation by Palm Beach County Emergency Management staff Pro rare For Public Inforrnation(PPI) - Annual Evaluation Report Page E Page 411 of 1076 City of Boynton Beach • Brochure handouts at Point of Distributions • Smart phone apps utilization • Publications concerning natural and beneficial functions of floodplains • Locally produced TV shows and public service announcements • Palm Beach County website (350) • Property-specific information response (Activity 360) • Publications concerning floodplain management (Target: Homeowner Associations) • Palm Beach County Special Needs Outreach • EOC communications with businesses (Target: Chamber of Commerce) • Repetitive Loss Areas Outreach (Target: Repetitive Loss Areas) • Flood Insurance Promotion Outreach (Target: Floodprone Areas) • Annual community flood hazard publication with accompanying letter(Target: Property Management Companies) • Advisement to keep storm drains clean and to protect environment (Target: Landscape Maintenance Companies) • Palm Beach County Special Needs Outreach • Flood insurance information (Distributed by insurance agencies) 6. List which projects were implemented for this reporting period: • Annual community flood hazard publication sent to every address • Public Library (350) • Twitter and Facebook postings of flood information • Map inquiry service (320) • Flood insurance letter from Mayor(370) • City website advisement(350) • BBTV advisements • Public presentation by Palm Beach County Emergency Management staff • Smart phone apps utilization • Publications concerning natural and beneficial functions of floodplains • Locally produced TV shows and public service announcements (Palm Beach County) • Palm Beach County website (350) • Property-specific information response (Activity 360) • Publications concerning floodplain management (made available at various locations in City) • Palm Beach County Special Needs Outreach • Publications concerning floodplain management (Target: Homeowner Associations) • Participation in public/private partnership for restoration • Repetitive Loss Areas Outreach (Target: Repetitive Loss Areas) • Palm Beach County Special Needs Outreach • Flood insurance information Pro rare For Public Information(PPI) - Annual Evaluation Report Page 4 Page 412 of 1076 City of Boynton Beach 7. List why some projects were not implemented(if any): Considering the City's Program for Public Information / Flood Insurance Promotion Report has specified a large number of projects, it is understood that not all projects will necessarily be implemented every year. In 2018-2019,the following projects were not implemented: • Information dissemination through groups receiving City funding — The concept of linking dissemination of flood-related information with receipt of City funding is not necessarily encouraged. • Email advisements—Emergency Management does not implement this practice at this time. • Code Red (Reverse 911) messages—City does not currently have this capability. • Brochure handouts at Point of Distributions—There was no emergency that required Points of Distribution this year. • EOC communications with businesses—There was no EOC established this year. • Annual community flood hazard publication with accompanying letter (Target: Property Management Companies)—This target audience was not prioritized this year. • Advisement to keep storm drains clean and to protect environment (Target: Landscape Maintenance Companies) —This target audience was not prioritized this year. Though this outreach project was not implemented formally, it is being implanted informally. In fact, one of the stakeholders on the PPI Committee represents landscaping companies. • Flood Insurance Promotion Outreach (Target: Floodprone Areas) — This outreach is anticipated to be prioritized in the coming year. 8. List what progress was made toward the desired outcomes: Because the City staff has been faithful to implement projects consistently, progress toward most of the desired outcomes is anticipated, though actual quantification is sometimes difficult. The committee expressed a consensus that the City's program is effective. 9. List what should be changed (if anything). This should include what messages, outcomes and projects should be revised or dropped and what new ones should be initiated. The PPI Committee considers the present public outreach program to be strong and does not recommend changes in messages or outcomes. Next year the PPI will need to be updated. At that time changes will be made. F'ro rare For Public Information(F'F'I) - Annual Evaluation Report Page 5 Page 413 of 1076 6.L. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve the one-year extension for RFPs/Bids and/or piggy- backs for the procurement of services and/or commodities as described in the written report for May 7, 2019- "Request for Extensions and/or Piggybacks." EXPLANATION OF REQUEST: As required, the Finance/Procurement Department submits requests for award to the Commission; requests for approval to enter into contracts and agreements as the result of formal solicitations; and to piggy-back governmental contracts. Options to extend or renew are noted in the "Agenda Request Item" presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report(as required). VENDOR(S) DESCRIPTION OF SOLICITATION RENEWAL TERM SOLICITATION NUMBER C.A.P. Gvoernement, Professional Service 012-2411-16/JMA 3/9/2019- 3/8/2020 Inc.; Hy-burd, Inc.; Agreements G.F.A. International Staffing Connection and School Crossing Guard 2016-071 6/23/2019- Action /23/2019-Action Labor, LLC Service HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? This renewal report will be used for those solicitations, contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. FISCAL IMPACT: Budgeted Funds have been budgeted under line items as noted on the attached report. ALTERNATIVES: Not approve renewals and require new solicitations to be issued. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 414 of 1076 Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Bid Extension Summary D Addendum Crossing Guard Approval D Addendum GFA Renewal Interest D Addendum CAP Renewal Interest Addendum Intent to renew Page 415 of 1076 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY-BACKS May 7, 2019 REQUESTING DEPARTMENT.DEVELOPMENT DEPARTMENT CONTACT.Michael Rumpf TERM(HY-BYRD):February 17,2019 to February 16,2020 TERM(C.A.P. GOVERNMENT, GFA INTERNATIONAL):March 9,2019 to March S,2020 SOURCE FOR PURCHASE:City Bid No.012-2411-16-JMA ACCOUNT NUMBER:001-2411-524-49-17 VENDOR(S):C.A.P. Government,Inc.;Hy-Byrd,Inc.;G.F.A. International ANNUAL ESTIMATED EXPENDITURE:$350,000.00 DESCRIPTION: On January 15, 2019, City Commission approved one-year contracts(Resolution No. R16-023)with C.A.P. Government as primary vendor, Hy-Byrd, Inc. as secondary vendor and G.F.A. International as tertiary vendor, and authorized the City Manager to sign Professional Services Agreements with the firms. Due to staffing issues, an additional$350,000 is needed. These Contracts provide for plan review for residential and commercial building applications, review of Business Use Certificates for changes in occupancy requirements under the Florida Building Code, and inspection services for structures in which permits have been issued by the City of Boynton Beach. Further, the Contracts provide hourly costs for Building Official, Deputy Building Official,Single and Multi-Discipline Field Inspectors,Single and Multi-Discipline Plans Examiner, Business Inspector and Application Technician. By utilizing temporary personnel, the Building Department is able to increase or decrease services to service demand. The Contracts allowed for three(3)additional one-year renewal options with the same prices, terms and conditions. On January 17, 2017, City Commission approved the first one-year renewal option with all three vendors. On January 16, 2018, City Commission approved the second one-year renewal option with all three vendors. On January 15, 2019, City Commission approved the third one- year renewal option with all three vendors. REQUESTING DEPARTMENT.POLICE DEPARTMENT CONTACT.Captain Matthew Zeller TERM:June 23,2019 to June 22,2020 SOURCE FOR PURCHASE:City of Boca Raton Bid#2016-071 ACCOUNT NUMBER:001-2110-521-4917 VENDOR(S):Staffing Connection and Action Labor LLC ESTIMATED ANNUAL EXPENDITURE:$390,000.00 DESCRIPTION: On October 20, 2018, City Commission approved the utilization of the City of Boca Raton Bid#2016-071 with Action Labor Management. This bid provides supervision and safety for children crossing City streets during the school year and during summer school at designated public school locations throughout the City. The bid is set up for automatic renewals upon the request of the City of Boca Raton. The City of Boca Raton has stated their intent to renew this bid. The bid allows for one(1)more renewal with the same prices, terms and conditions. 6 COUNCIL APPROVAL PROCUREMENT RECOMMENDATION TARGET AGENDA DATE: June 14, 20116 Subject: School Crossing Guard Services Bid Number: 2016-071 Department: Police Services Procurement Method'. Sealed Bid Bid Opening Date: June 1, 2O1G 14$ Bids Solicited ONm-Bid 3Reeponsea Award Amount: $4S8,023 Contract Period: This iothe first year ofthe contract award period. The City reserves the option to renew annually subject to appropriation of funds not to exceed a maximum offour (4) one year renewals. Award to: Low Responsive Responsible Bidder, Action Labor Management, LLC, West Palm Beach, FL. Scope: This procurement provides for school crossing guard services bobeutilized for the regular and summer school sessions at designated public school locations throughout the City where students walk or ride their bicycles. There are currently sixty one (6I) posts in Boca Raton where school crossing guards are required. Vendor Total Bid Action Labor Management, LLC $458,022.60 The Butler Group of South Florida, LLC DBA Nextaff $478,774.80 American Guard Services, Inc. $526,447.80 Approvals: Fund|n8Souroe(e): Buyer-, Sr, Buyer: Other Operating & Supply Accounts - Future fiscal years contingent upon budget approval Purchasing Manager� Financial Services Dire or'. OMB Direc Deputy/Assistant City Manag «' Page 417Of1076 The City of Boynton Beach Finance/Procurement Services 100 E.Boynton Beach Boulevard P.Q.Box 310 Boynton Beach, Florida 33425-0310 Telephone Na:(561)741-6310 FAX. (561)742-5316 REP No.012-2411-161JMA FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES CONTRACT RENEWAL PERIOD. MARCH 9, 2019 THRU MARCH 8, 2020 Yes, I agree to renew the existing agreement with the same Terms and Conditions for the renewal period of March 9, 2018 thru March 8, 2020. No, I do not wish to renew the agreement for the following reason(s).- G.F.A. eason(s):G.F.A. INTERNATIONAL, INC. NAME OF COMPANY SIGNATURE Carlos Mercado Branch Manager NAME OF REPRESENTATIVE TITLE (Please print) 12.28.2018 661.945.1283 DATE (AREA CODE) TELEPHONE NUMBER cmepcocc teamgfa.com E-MAIL ADDRESS America's Gateway to the Gulf Stream Page 418 of 1076 it e City O Boynton Beach Finance/Procurement Services 110 E.Boynton Beach Boulevard P.O.Bax 31.17 Boynton Beach,Florida 33425-03117 4D Telephone No:(561)742-6310 FAX.-(561)742-6316 RFP No.012-2411-16/JMA FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES CONTRACT RENEWAL PERIOD: MARCH 9, 2039 THRU MARCH 8, 2020 X Yes, I agree to renew the existing agreement with the same Terms and Conditions for the renewal period of March 9, 2018 thru March 8, 2020, No, I do not wish to renew the agreement for the following reason(s). C.A.P.GOVERNMENT, INC. NAME OF COMPANY SIGNATURE Carps A. Penin, PE President NAME OF REPRESENTATIVE TITLE (Please print) 12/27118 (305) 666-7178 DATE (AREA CODE)TELEPHONE NUMBER cap@capfla.com E-MAIL ADDRESS _... Americo's Gateway to the Gulfstream Page 419 of 1076 From: Gomez,Jeff<JGomez@ci.boca-raton.fl.us> Sent:Thursday, April 18, 2019 12:15 PM To: Marmer, Eric< armerE@bbfl.us> Subject: FW: Renewal -2016-071 School Crossing Guard Services Eric, Please see the below email confirmation from my PD confirming the upcoming renewal.This autorenewal is in accordance with Special Condition 5.01 of the Bid/ Respectfully, Jeff Gomez Jeff Gomez, CPPB I Buyer City of Boca Raton, Financial Services-Purchasing Division 201 West Palmetto Park Road• Boca Raton,FL 33432 Ph 561.393.7872 1 F 561.393.7983 1 igomez@myboca.us Stay connected... From: Buhr, Peter<PBuhr@ci.boca-raton.fl.us> Sent:Thursday, April 18, 2019 8:24 AM To:Gomez,Jeff<JGomez@ci.boca-raton.fl.us> Subject: RE: Renewal -2016-071 School Crossing Guard Services This email serves to authorize the renewal of the contract Number 2016-071 School Crossing Guard Services through Action Labor Management, LLC DBA Staffing. From: Gomez,Jeff Sent:Wednesday, April 17, 2019 3:56 PM To: Buhr, Peter<PBuhr@ci.boca-raton.fl.us> Subject: Renewal -2016-071 School Crossing Guard Services Good Afternoon, City of Boca Raton Contract Number 2016-071 School Crossing Guard Services through Action Labor Management, LLC DBA Staffing Connection is set to expire on 6/22/2019—with the option of Automatic Renewal.Your authorization is necessary in order to issue the Automatic Renewal (your email response with authorization of Automatic renewal will be sufficient). When you get a chance, can you please respond to this email confirming your authorization? Thanks! Respectfully, Jeff Gomez Page 420 of 1076 Jeff Gomez, CPPB I Buyer City of Boca Raton, Financial Services-Purchasing Division 201 West Palmetto Park Road• Boca Raton,FL 33432 Ph 561.393.7872 1 F 561.393.7983 1 igomez@myboca.us Stay connected... Please note: Florida has a very broad public records law. Most written communications to or from local officials regarding city business are public records, and are available to the public and media upon request. Your e-mail communications may therefore be subject to public disclosure. The City of Boca Raton scanned this outbound message for viruses, vandals and malicious content and found this message to be free of such content. Page 421 of 1076 6.M. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Accept the Fiscal Year 2018-2019 Budget Status Report of the General Fund and the Utilities Fund for the five (5) month period ended February 28, 2019. EXPLANATION OF REQUEST: This report summarizes the adopted funding sources and expenditure budgets for the City's General Fund and Utility Fund for the five (5) month period ended February 28, 2019 (42% of the fiscal year). The analysis compares: • Actual results for the current period to the annual budget • Actual results for the same period of the prior year annual budget HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The annual budget is what provides and controls the resources for City programs and services. FISCAL IMPACT: The annual budget and results to date for the General Fund and Utility Fund. GENERALFUND FY 2018-19 FY 2017-18 FY 2019 vs. 2018 Annual Actual to Date Annual Actual to Date Budget Actual Budget Amount % Budget Amount % % % Revenues $ 91,124 $ 59,116 65% $ 87,487 $ 54,325 62% 4.2% 8.8% &Transfers Expenditures $(91,124) $(44,594) 49% $(87,487) $(42,381) 48% 4.2% 5.2% Excess (Deficit) $- $ 14,522 $ $ 11,944 The General Fund chart above reflects revenue in excess of expenditures (dollars in thousand) yielding a $14.5M surplus for the period ending February 28, 2019. Revenues & Transfers (Exhibit A) — Budgeted Funding Sources: Property taxes and other revenues provide funding sources of $75.2M or 82% of our total $91.1 M General Fund budget estimate for FY 2018- 19. Transfers from other funds (non-revenues) provide $15.9M or 18% of the total funding sources to balance our $91.1 M General Fund budgeted expenditures. These three major estimated funding sources are summarized as follows: 1. 40% - $ 36.3M —Property taxes less Tax Increment Financing to the CRA 2. 42% - $ 38.9M —All other revenues plus General Fund Balance 3. 18% - $ 15.9M —Transfers from other funds 100% - $ 91.1 M —Total funding sources Page 422 of 1076 The property tax rate for FY 2018-19 is 7.9000 mills, no change from the prior year; the net property taxes of $36.3M in FY 2018-19 represent an 6.55% increase in property tax revenue or an increase of$2.2M from FY 2017-18. To balance the budget in FY 2018-19, it required transfers from other funds of$15.9M representing 18% of all funding sources. Actual Funding Sources Realized: At the end of the fifth month in FY 2018-19, revenues and transfers realized are approximately $59.11M or 65% of the budget estimate compared to $54.2M or 62% realized to date in FY 2017-18. Ad Valorem Taxes, net of discounts and TIF taxes to the CRA, received to date was $32.2M or 89% of $36.3M as compared to $29.3M or 86% of$34.OM for FY 2017-18, as noted on Exhibit A. Expenditures (Exhibit B) Budgeted Expenditures: Overall, appropriations increased approximately 4.16% from $87AM to $911.11M. The budget increase was due to the cost of doing business, Town Square project, providing funding related to wage increases, equipment and additional personnel. Actual Expenditures— General Fund expenditures for the fifth month period ending February 28th (42% of the fiscal year) are $44.5M that is 49% of the $91.1 M expenditure appropriation for FY 2018-19. Note: the City's annual pension obligations for General Employees, Fire, and Police are paid in the first month of the fiscal year. The table at the top of Exhibit B displays actual expenditures of $44.5M or 49% of the FY 2018-19 budget. At this point in the fiscal year, FY2018-19 spending levels are $2.2M ahead of the $42.3M or 48% expended in FY 2017-18 for this same period. UTILITY FUND The FY 2018-19 annual expenditure budget of $48.7M represents a $2.11M increase from the FY 2017-18 budget of $46.5M. The operational forecast reflects an estimated decrease of $1.OM of the fund balance for FY 2017-18, see Exhibit C. FY 2018-19 FY 2017-18 FY 2019 vs. 2018 Annual Actual to Date Annual Actual to Date Budget Actual Budget Amount % Budget Amount % % % Revenues $48,708 $20,621 42% $46,544 $ 19,533 42% 4.6% 5.6% &Transfers Expenditures $ (48,708) $ (20,376) 42% $ (46,544) $ (18,199) 39% 4.6% 12.0% Excess (Deficit) $- $ 245 $- $ 1,334 For the fifth month period in FY 2018-19, • Revenues realized are $20.6M (42%) of the annual budget estimate. • Expenditures incurred are $20.3M (42%) of the annual appropriated budget. This resulted in revenues in excess expenditures which yielded a surplus of approximately $.24M. Expenditures (Exhibit D)— Utility Fund FY 2018-19 expenditures to date are $20.3M or 42% of the annual Page 423 of 1076 appropriation compared to expenditures of $18.2M or 39% for the prior fiscal year (which excludes depreciation and the joint ventures expenditures). ALTERNATIVES: Discuss this Budget Status Report or request clarification at the City Commission meeting. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Addendum GF Statement of Revenues thru Feb 28, 2019 D Addendum GF Statement of Expenditures thru Feb 28, 2019 D Addendum OF Statement of Revenues thru Feb 28, 2019 D Addendum OF Statement of Expenditures thru Feb 28, 2019 Page 424 of 1076 EXHIBIT A CITY OF BOYNTON BEACH, FLORIDA GENERAL FUND ANALYSIS STATEMENT OF REVENUES-COMPARATIVE BUDGET TO ACTUAL Fiscal Year Period Ended February 28,2019(42%of Fiscal Year) REVENUES FY 2018-19 FY 2018-19 TO DATE FY 2017-18 FY 2017-18 TO DATE ACCOUNTS BUDGET REVENUE % BUDGET REVENUE % APPROVED REALIZED REALIZED APPROVED REALIZED REALIZED AD VALOREM TAXES,net $ 44,146,986 $ 40,051,972 91% $ 41,458,358 36,698,599 89% LESS TIF TAXES TO CRA 7,816,311 (7,823,321) 100% 7,360,831 (7,360,831) 100% NET TAXES TO THE CITY 36,330,675 32,228,651 89% 34,097,527 29,337,768 86% LICENSES AND PERMITS BUSINESS TAXES 1,750,000 1,631,697 93% 1,731,000 1,601,711 93% BUILDING PERMITS 2,965,000 1,593,852 54% 2,712,000 1,013,805 37% FRANCHISE FEES 4,915,000 2,001,164 41% 4,865,000 2,160,591 44% OTHR LICENSES,FEES&PER 222,000 146,310 66% 222,000 174,399 79% INTERGOVERNMENTAL REVENUES OTHER FEDERAL REVENUE 75,000 12,199 16% 85,000 533,794 628% STATE SHARED REVENUES 8,852,000 3,676,810 42% 8,677,000 3,075,156 35% SHRD REV FROM OTHR LCL 335,000 185,902 55% 335,000 52,053 16% CHARGES FOR SERVICES PYMTS IN LIEU OF TAXES 124,663 145,810 117% 121,300 137,657 113% CHRGS-GENERAL GOVT 508,688 184,082 36% 507,800 181,154 36% PUBLIC SAFETY 6,981,200 3,579,452 51% 6,086,500 3,028,140 50% PHYSICAL ENVIRONMENT 20,000 3,335 17% 20,000 9,476 47% CULTURE/RECREATION 411,500 168,891 41% 428,700 185,864 43% INTEREST&MISC REVENUE LIBRARY FINES 30,000 5,207 17% 30,000 7,411 25% VIOLATIONS LOCAL ORD. 393,000 223,504 57% 643,000 97,414 15% INTEREST EARNINGS 65,000 90,094 139% 65,000 1,586 2% RENTS AND ROYALTIES 363,800 194,676 54% 368,800 207,773 56% SPECIAL ASSESSMENTS 6,589,000 6,055,021 92% 6,589,000 6,015,383 91% SALE OF SURPLUS MATERIAL 1,500 8,165 544% 1,500 1,192 79% OTHER MISC.REVENUE 4,264,000 345,085 8% 4,715,145 175,050 4% INTERNAL FUND TRANSFERS TRANSFERS 15,927,000 6,636,250 42% 15,067,850 6,278,271 42% FUND BALANCE APPROPRIATED - - 0% 118,100 49,208 42% Total Revenues $ 91,124,026 $ 59,116,157 65% $ 87,487,222 54,324,856 62% $100,000 $91,124 Two Year Cumulative Revenue Comparison and CFYti $90,000 -Budget-($in thousands) - - - - - - - - - $80,000 $70,000 $60,000 - - - - $50,000 It _ $40,000 $30,000 ������' , $20,000 - Av' $10,000 pis Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Cumulative 2017-18 Actual Cumulative 2018-19 Actual 2018-19 Budget ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ S:TinanceTinancial Reports\Monthly Financial Reports\FY2018-2019AFY1819 BudgetReview-GF-thru Feb 19 Summarized001 Revenue Summary Revised Page 425,of 1076 EXHIBIT B CITY OF BOYNTON BEACH, FLORIDA GENERAL FUND ANALYSIS STATEMENT OF EXPENDITURES-COMPARATIVE BUDGET TO ACTUAL Fiscal Year Period Ended February 28,2019(42%of Fiscal Year) EXPENDITURES FY 2018-19 FY 2018-19 TO DATE FY 2017-18 FY 2017-18 TO DATE ACCOUNTS BUDGET EXPENDED % BUDGET EXPENDED % APPROVED EXPENDED APPROVED EXPENDED GENERAL GOVERNMENT CITY COMMISSION $ 276,642 $ 126,073 46% $ 267,301 $ 127,609 48% CITY MANAGER 745,932 383,634 51% 746,362 358,126 48% CITY HALL/GEN.ADMIN. 3,837,051 1,100,786 29% 6,230,163 2,541,089 41% MARKETING/COMMUNICATIONS 464,668 162,226 35% 333,846 169,183 51% SPECIAL EVENTS 251,714 55,907 0% 0 0 0% TOWN SQUARE 5,630,454 2,147,329 0% 1,500,000 0 0% CITY CLERK 763,171 262,832 34% 569,241 270,031 47% CITY ATTORNEY 574,761 212,559 37% 724,916 223,612 31% FINANCIAL SERVICES 1,348,593 689,243 51% 1,184,980 586,137 49% ITS 2,439,074 1,155,650 47% 2,143,805 1,013,962 47% HUMAN RESOURCES 815,343 362,787 44% 824,823 353,741 43% PUBLIC SAFETY UNIFORM SERVICES 17,307,392 9,386,345 54% 17,039,645 9,178,572 54% ADMINISTRATIVE SERVICES 3,602,639 1,562,011 43% 3,266,135 1,678,679 51% SUPPORT SERVICES 10,231,854 5,421,740 53% 9,953,470 5,075,245 51% FIRE 24,018,134 13,356,900 56% 24,270,971 12,929,580 53% COMMUNITY STANDARDS 2,219,335 987,599 44% 2,066,791 1,058,075 0% EMERGENCY MANAGEMENT 28,775 1,428 5% 22,320 1,913 9% BUILDING&DEVELOPMENT DEVELOPMENT 1,172,208 626,796 53% 1,136,941 565,398 50% BUILDING 1,357,060 686,692 51% 1,502,497 605,672 40% ENGINEERING 659,397 295,828 45% 622,155 286,122 46% PLANNING&ZONING 843,629 326,947 39% 756,125 365,759 48% ECONOMIC DEVELOPMENT 463,475 169,723 37% 412,318 133,844 32% PUBLIC WORKS PUBLIC WORKS 152,825 79,582 52% 245,550 115,818 47% FACILITIES MANAGEMENT 1,915,028 803,311 42% 2,023,598 718,456 36% STREETS MAINTENANCE 1,200,324 455,801 38% 1,127,135 400,473 36% LEISURE SERVICES LIBRARY 2,336,700 1,040,864 45% 2,315,127 1,075,457 46% SCHOOLHOUSE MUSEUM SERV 322,094 113,748 35% 254,971 112,834 44% RECREATION 3,011,935 1,348,657 45% 3,005,874 1,330,208 44% PARKS&GROUNDS 3,133,819 1,265,989 40% 2,940,162 1,092,639 37% CRA REIMBURSABLE&RESERVES - 4,738 0% - 12,851 0% Total Expenditures $ 91,124,026 $ 44,593,725 49% �$-- 87 487 222 $ 42,381,085 48% $100,000 Two Year Cumulative Expenditure Comparison and $91,124 $90,000 3 CFY Budget-($in thousands) $80,000 3 he $70,000 41, - 1 $60,000 C„)b b� 5 2� �yti $50,000 � V $40,000 3 a e.3^�G1 i � ff $30,000 'bC,e$20,000$10,000 $0 l -- ---- T --------T ---------T -------------T -----------------T T----- -----?--- --------T Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep "Cumulative 2017-18 Actual Cumulative 2018-19 Actual 2018-19 Budget S:TinanceTinancial ReportsWonthly Financial Reports\FY2018-2019\FY1819 Budget Review-GF-thin Feb 19 Summarized001 Expenditure Summary Revised Page 426,1ef 1076 EXHIBIT C CITY OF BOYNTON BEACH, FLORIDA UTILITY FUND ANALYSIS STATEMENT OF REVENUES-COMPARATIVE BUDGET TO ACTUAL Fiscal Year Period Ended February 28,2019(42%of Fiscal Year) REVENUES FY 2018-19 FY 2018-19 TO DATE FY 2017-18 FY 2017-18 TO DATE ACCOUNTS BUDGET REVENUE % BUDGET REVENUE APPROVED REALIZED REALIZED APPROVED REALIZED REALIZED WATER SALES $ 22,542,000 $ 9,492,877 42% $ 21,675,000 $ 9,100,346 42 WATER CONNECTION FEE 150,000 27,185 18% 150,000 22,210 15 WATER SERVICE CHARGE 850,000 388,705 46% 850,000 390,755 46 WTR-BACKFLOW PREVNTR TEST 14,000 9,284 66% 10,000 10,936 109 RECLAIMED WATER SALES 310,000 217,331 70% 64,000 83,316 130 SEWER SERVICE 19,635,000 8,165,904 42% 18,870,000 7,984,078 42 STORMWATER UTILITY FEE 4,100,000 1,677,569 41% 3,800,000 1,600,302 42 TELEVISE SEWER LINES 10,000 6,157 62% 5,000 8,574 171 FEES 20,000 12,840 64% 20,000 1,929 10 INTEREST INCOME 35,000 114,213 326% 35,000 (23,571) -67% SALE OF SURPLUS MATERIAL 2,000 - 0% 2,000 - 0 OCEAN RGE UT TAX ADM CHG 800 392 49% 800 329 41 MISCELLANEOUS INCOME - 75,988 0% - 48 0% FUND BALANCE DECREASE(INCREASE) 1,039,304 433,043 42% 1,061,993 353,998 33 TOTAL REVENUES $ 48,708,104 $ 20,621,488 42% $ 46,543,793 $ 19,533,250 42% ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- $60,000 _ Two Year Cumulative Revenues Comparison and CFY Budget-($in thousands) $50,000 h ,,any $48,705 b� �p3 I 3g ' ',. $40,000 b5 W I $30,000 � I d" rya, ti titi � h $20,000 9 I I $10,000 tie $o Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep .. ._Cumulative 2017-18 Actual VFWK Cumulative 2018-19 Actual 2018-19 Budget ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- S:\Finance\Financial Reports\Monthly Financial Reports\FY2018-2019\FY1819 Budget Review-OF-thru Feb 19 Summari-d401 Rev Sum Page 427 of 1076 EXHIBIT D CITY OF BOYNTON BEACH, FLORIDA UTILITY FUND ANALYSIS STATEMENT OF EXPENDITURES-COMPARATIVE BUDGET TO ACTUAL Fiscal Year Period Ended February 28,2019(42%of Fiscal Year) EXPENDITURES FY 2018-19 FY 2018-19 TO DATE FY 2017-18 FY 2017-18 TO DATE ACCOUNTS BUDGET EXPENDED % BUDGET EXPENDED APPROVED EXPENDED APPROVED EXPENDED WATER DISTRIBUTION $ 1,958,189 $ 855,060 44% $ 1,946,158 $ 791,665 41% PUBLIC WATER TREATMENT 6,290,080 2,810,600 45% 6,009,493 2,237,078 37% METER READING&SERVICES 1,324,231 643,544 49% 1,284,678 593,557 46% WASTEWATER COLLECTION 1,620,043 671,810 41% 1,674,357 663,345 40% WASTEWATER PUMPING STATNS 2,861,825 1,108,174 39% 2,810,391 977,418 35% SEWAGE TREATMENT 4,856,000 1,935,403 40% 4,550,000 981,329 22% WATER QUALITY 644,646 260,521 40% 642,397 286,568 45% UTILITY ADMINISTRATION 18,211,961 7,205,718 40% 17,046,237 7,056,228 41% UTILITES ENGINEERING 1,523,222 753,011 49% 1,478,276 746,563 51% STORMWATER MAINTENANCE 1,255,446 528,957 42% 1,148,994 503,360 44% CUSTOMER RELATIONS 1,175,261 495,686 42% 1,226,307 554,488 45% DEBT SERVICE 6,987,200 3,107,567 44% 6,726,505 2,807,214 42% Total Expenditures $ 48,708,104 $ 20,376,051 42% $ 46,543,793 $ 18,198,813 39% ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- $60,000 Two Year Cumulative Expenditures Comparison and CFY Budget-($in thousands) $50,000 $48,708 hti 0 $40,000 ,.�`0..... X41 I , $30,000 ao �ti 1 I I $20,000 — $10,000 $0 -� '� - - --- - 1 _----- -------- ----------- ------------ Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep =Cumulative 2017-18Actual MISS Cumulative 2018-19 Actual 2018-19 Budget -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- S:\Finance\Financial Reports\Monthly Financial Reports\FY2018-2019\FY1819 Budget Review-OF-thru Feb 19 Summari-d401 Exp Sum Page 428 of 1076 6.N. CONSENTAGENDA 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve the minutes from City Commission meeting held on April 16, 2019. EXPLANATION OF REQUEST: The City Commission met on April 16, 2019 and minutes were prepared from the notes taken at the meeting. The Florida Statutes provide that minutes of all Commission meetings be prepared, approved and maintained in the records of the City of Boynton Beach. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? A record of the actions taken by the City Commission will be maintained as a permanent record. FISCAL IMPACT: Non-budgeted N/A ALTERNATIVES: Do not approve the minutes STRATEGIC PLAN: Building Wealth in the Community STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Minutes Meeting Minutes 0 -16-19 Page 429 of 1076 MINUTES OF THE CITY COMMISSION MEETING HELD AT THE INTRACOASTAL PARK CLUBHOUSE 2240 N. FEDERAL HIGHWAY, BOYNTON BEACH, FLORIDA ON TUESDAY, APRIL 16, 2019, AT 6:30 P.M. Steven B. Grant, Mayor Lori LaVerriere, City Manager Justin Katz, Vice Mayor James Cherof, City Attorney Mack cCray, Commissioner Judith Pyle, City Clerk Christina Romelus, Commissioner Tyrone Penserga, Commissioner 1. OPENINGS A. Call to Order Mayor Grant called the meeting to order at 6:30 p.m. Invocations Pastor Chuck Brannon, Gateway Community Church gave the invocation. Pledge of Allegiance Vice Mayor Katz led the Pledge of Allegiance to the Flag. Roll Call City Clerk Pyle called the roll. All members were present. Agenda Approval: 1. Additions, Deletions, Corrections Commissioner Romelus requested to add her Community Support Funds distribution as New Business 11-D, heard before the Consent Agenda. Mayor Grant requested to move item 8-D before Public Hearing. Mayor Grant stated after reviewing Florida Statute 163.3180, the City could have all future impact fees become a part of the mobility fee. He requested to add a proclamation for Telecommunicators Week. Mayor Grant requested to add an item to Future Agenda, Comprehensive Plan review on Seacrest Boulevard for live/work space and single-family homes. He requested to add a discussion to increase the expense accounts for the Commission on a Future Agenda. An additional consideration for Future Agenda item, he would like to have notifications for the top three items for the Planning and Development, as well as the City Commission meeting. Lori LaVerriere, City Manager, responded the last increase to the expense accounts for the City Commission was in 2010. Page 430 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 ® Adoption Motion Commissioner Romelus moved to approve the agenda as amended. Commissioner McCray seconded the motion. vote The motion unanimously passed. 2. OTHER A. Informational items by Members of the City Commission Vice Mayor Katz disclosed he spoke with Bradley Miller of Miller Land Planning, Bonnie Miskel and John Markey of JKM regarding the Town Square. Commissioner McCray disclosed he also spoke to Bradley Miller and Bonnie Miskel. He attended the First United Methodist Church on April 7, 2019. He thanked Chief Gregory for making the citizens in Boynton Beach feel comfortable in their area. He also thanked the Chief for sending the text messages about the shooting in the area. He thanked Code Compliance for cleaning out the lot and the men and women in Blue. He mentioned, in reference to Community Standards and Martin Luther King Boulevard, the citizens see a clean area. Keep doing what they are doing. Commissioner Romelus met with Bradley Miller of Miller Land Planning, and spoke with Bonnie Miskel. Palm Beach County lost a historical figure, Maud Ford Lee; she was the first Black Palm Beach County Commissioner. She was a phenomenal woman and she asked for a moment of silence. Commissioner Penserga met with Bradley Miller of Miller Land Planning to discuss Harbor Cay. He met with Bonnie Miskel and John Markey to discuss Town Square. On April 4ft Mayor Grant attended the annual Citizen Observer Patrol luncheon and a Realtor event for Eden Ridge. On April 5th, he attended the 106th birthday of Leah Dietch. On April 6th, Mayor Grant went to Congress Middle School for the Community Beautification of their Courtyard. He attended the Youth Symposium for Sigma Gama Rho at the Carolyn Sims Center. He attended the Earth Day event, put on by Rebecca Harvey. This was an amazing event and Community Greening gave away over 100 trees. He attended the Firefighters' Fishing Tournament and was the judge for the Chili Cook-off. Later that afternoon, he attended the LINKS Golf Course and helped give out raffle prizes for the Play for Pink Annual Golf Tournament. On April 7th, he attended a walk-a-thou with Shri Swaminarayan Mandir (BAPS). Attended the WWII Luncheon at the American Legion. He attended the KeroWACKED festival in the Boynton Beach Art District. On 2 Page 431 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 0�- Aprill I ffi, Mayor Grant attended the Tourist Development Council meeting and had lunch with Troy McLellan, President and CEO of the Greater Boca Raton Chamber of Commerce. He attended the Children Schoolhouse Museum's event "Too Cool for School" at Benevento Restaurant. On April 12th, he attended the Brain Bowl and was able to hear from the speaker, Marilu Henner, who said to DRESS every day, which is the acronym for Diet, Relationships, Exercise, Stress and Sleep. He attended the CRA's Rock the Plaza at Ocean Plaza. He participated in the Gold Coast Band's last concert. Mayor Grant would like to have the water tower light show. On April 15th, he attended the ribbon cuffing for the Immersion Recovery Center. He spoke with the Leisureville COP program. On April 16th, he attended a County Commission meeting and they are changing their impact fees. He was in Leisureville for their quarterly award ceremony. He met with Bradley Miller of Miller Land Planning and spoke with Bonnie Miskel and John Markey. 3. ANNOUNCEMENTS, COMMUNITY AND SPECIAL EVENTS AND PRESENTATIONS A. Proclaim Wednesday, April 26, 2019 as Arbor Day". Marc Saavedra, Associate Engineer, Engineering Division, Public Works will be accepting the Proclamation. Mayor Grant proclaimed Wednesday, April 26th as Arbor Day. Marc Saavedra, Associate Engineer, provided an update on activities for Arbor Day. On February 8th, the City collaborated with Club Scout Pack 241, planting trees at the newly completed playground at Ocean Front Park. The City collaborated with Community Greening to give out more than100 trees to residents. This year marks the 36t" consecutive year the City has received the designation as Tree City. Andrew Mack, Director of Public Works introduced the newly hired Landscape Architect, Mathew Doyle. Mayor Grant asked if the City could put up more signs indicating Boynton Beach is a Tree City. Mr. Doyle indicated yes. Commissioner McCray asked for a little background information. Matthew Doyle, Project Manager/Landscape Architect, came from Ed Stones office, and he was able to design resorts all over the world. He owned his own business and he was an engineer. Mayor Grant wanted the City to look into the Shade Tree Ordinance. 3 Page 432 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 B. Proclaim May 2, 2019 as National Day of Prayer. Fire Chaplain, Pastor Chuck Brannon of The Gateway Community Church will be present to accept the proclamation. Mayor Grant proclaimed May 2nd as National Day of Prayer. Pastor Chuck Brannon, Gateway Community Church, provided a history of the National Day of Prayer. Every President of the United States and government officials have signed the National Day of Prayer Proclamation. The theme this year was "Love one Another". The meeting was at the Boynton Beach Mail for people of all faith to gather on May 2, 2019. Pastor Brannon declared things happen when we pray. C. Proclaim May 5 through May 11, 2019 as Municipal Clerks Week. Judith A. Pyle, City Clerk of Boynton Beach will accept the proclamation. Mayor Grant proclaimed May 5 -11, 2019 as Municipal Clerks Week. Judith A. Pyle, City Clerk, thanked the Commission for their continued support. The City Clerk's office works with every department; they are the silent workers that keep the City going. Clerk Pyle stated they are the Unsung Heroes of the City. Mayor Grant stated that because of City Clerk's records, a resident was able to find out about their genealogy. D. Proclaim April 14-20, 2019 as National Tele-communicators Week accept the proclamation. Mario Bryant, Communication Manager, thanked the Commission for the proclamation. He noted he had a great team. Mayor Grant congratulated Mr. Bryant and his team and thanked him for all the service his team provides. E. Announcement by South Tech Academy, about the upcoming Boynton Beach Short Film Festival, April 30 - May 5, 2019 at Alco's Boynton Beach Cinema. Mayor Grant announced the upcoming Boynton Beach Short Film Festival, April 30th - May 5"', 2019. Tickets are available online. Mayor Grant pointed out this was a Boynton Beach Short Film festival. 4. PUBLIC AUDIENCE INDIVIDUAL SPEAKERS W ILL BE LIMITED TO 3 MINUTE PRESENTATIONS (at the discretion of the Chair, this 3 minute allowance may need 4 Page 433 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 to be adjusted depending on the level of business coming before the City Commission) Dr. Stephanie Hayden-Ademyo 2181 W. Woodbright, Apt. N 102, stated there has been a rash of shooting which has led to homicides. No one came out to support the City. If someone passes away because of gun violence, there should be a voice of comfort, not just Commissioners sitting on the dais with stoic faces. She pointed out the Commission's job was not just to show up at events. The Commission should be there for support to the City. She provided a quote from Thomas Paine. Vice Mayor Katz pointed out the Commission does speaks with families of victims of gun violence. These are extremely public issues. When Commissioners visit families, they do not try to politicize the situation. The Commission does not use the death of an individual in the community to make them the prominent face in that event. This Commission reaches out to families and provides condolences during those sad times. Susan Oyer, 140 E 27th Way, welcomed Matthew Doyle. She indicated she has been begging for more trees for years and was glad to have a Landscape Architect. She commented it was sad to see the damage in Notre Dame Cathedral and was glad to see funds were donated for its restoration. She thanked Mayor Grant for pushing the various tree ideas she has been championing over the years. Sloan Weingold, 7141 High Ride Road, noted this was the second time speaking before the Commission regarding the boat ramp. The boat ramp was the most atrocious ramp in Palm Beach County. The signs for the drop-off are incorrect. He was unable to get his boat and needed to ask for help because of incorrect signage. He indicated he came to the Commission and provided an update on the boat ramp, the floating dock and the pier. The pier been repaired and they put boards on the floating dock, but nothing else. The City has been collecting money from annual fees and other fees, but was not maintaining the ramp. Mr. Weingold indicated the Commission has the One-Cent Penny Tax to repair the boat ramp. The City installed Kayak ramps for$75,000, but the Kayak ramp not used. Mr. Weingold wanted to know what the plans for the boat ramp were. Vice Mayor Katz responded the boat ramp was in the Capital Improvement Plan and the Penny Sales Tax was a 10-year tax. There was an annual list of items addressed with the tax. Ms. LaVerriere responded engineering studies funded in this year's budget needed to occur first to get the plans and then construct. The ramp would be addressed the following year. Commissioner Romelus asked if this ramp was at Harvey Oyer Park. Ms. LaVerriere responded it was. Page 434 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 Mr. Weingold stated there was an engineer looking at the boat ramp. He requested the Commission visit and look at the ramp. The drop-off was not in the correct place. The Engineer expressed it would cost $600,000 to repair the ramp. Commissioner McCray asked the City Manager to provide the Commission with how money has been collected for the boat ramp and how much was in the account. larva Hester 2083 NW 2nd Street, requested speed bumps for her community. She indicated children play in this area and she has called the police several times. The Officers told her to come to this meeting. The street was NW 2nd Street and Gateway behind 1-95. She has lived there for 35 years. The dirt bikes travel about 90 mph. She asked a woman to slow down and the woman exposed herself. Mayor Grant asked if the road was a dead-end and learned it was not, Commissioner cCray suggested she speak with Andrew Mack, Director of Public Works & Engineering, as well as the Chief of Police. Dr. Pitor Blass, 113 Tarra Lakes Drive West, commented there have been many victims of gun violence in the City of Boynton Beach. He suggested that portions of Boynton Beach should be no gun zones except for Police Officers. The City of Boynton Beach was dependent on the Ocean, and the City should be the best. He had the opportunity to meet the President of Brightline and spoke about having a train stop in Boynton Beach. Dr. Blass announced he was running for US Congress. No one else coming forward, Mayor Grant closed Public Audience. 5. ADMINISTRATIVE A. Appoint eligible members of the community to serve in vacant positions on City advisory boards. The following Regular (Reg) and Alternate (Alt) Student (Stu) and Nonvoting Stu (N/V Stu) openings exist: Building Board of Adjustment and Appeals Education and Youth Advisory Board Historic Resources Preservation Board Library Board Recreation and Parks Senior Advisory Board Mayor Grant announced openings on each Board. 6 Page 435 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Motion Commissioner Romelus nominated Judi Lyman to the Senior Advisory Board (Reg). Commissioner McCray seconded the motion. Vice Mayor Katz offered his support for Ms. Lyman. She worked the Firefighter Fishing Tournament and Chili Cook-off. Vice Mayor Katz wanted to applaud her and tell her he respected her efforts to become more involved with the City. Vote The motion unanimously passed. Mayor Grant noted at the "Too Cool for School Bash" he spoke with Curtis Weaver, a longtime resident of Boynton Beach. Mr. Weaver was saying people were happy to volunteer with the City in the past. He indicated there are some openings on the Advisory Boards and some student positions as well. If additional information was needed, interested parties should contact the City Clerk's office. 11-D. Community Support Funds for Commissioner Romelus. (Heard out of order) Motion Commissioner McCray moved to approved. Commissioner Penserga seconded the motion. Ancy Louis announced the month of May was being designated as Haitian Heritage Month. Arlene stin, Delray each, asserted this idea began when canvassing voters in Delray. There are more Haitian people per capita in Boynton Beach than any other City in Palm Beach County. She announced the Mayor of Palm Beach, Mack Bernard will be present and Commissioner Romelus will make the closing. There will be many vendors including, Legal Aid, ACLU, and the Florida Immigration Coalition. There will be dances and demonstrations as well as Art of Haitian Culture. They would like to have a Boynton Beach presence at the festival. Linda Charles, 218 Birch Street, indicated the event was scheduled for Saturday, May 4th at Delray Beach City Hall, from 1:00 pm to 4:00 pm. Ms. Ustin explained this festival was for everyone. It was intergenerational. Mayor Grant spoke with Mayor Shelly and Scott Singer indicated this event could be coordinated for the different cities. 7 Page 436 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Commissioner Romelus asked if the City logo could be used being one of the sponsors. Commissioner McCray inquired if this was legal to allow the logo to be used for this event. Attorney Cherof responded it legal with the consent of the Commission. Commissioner Romelus thanked and welcomed the Sister City to the South. Commissioner Romelus indicated May 18 as Haitian Flag Day. Vote The motion unanimously passed. 6. CONSENT AGENDA Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with alI of the accompanying material to become a part of the Public Record and subject to staff comments Commissioner McCray pulled item C. Mayor Grant pulled item A. A. PROPOSED RESOLUTION NO. R19-044 - Assess the cost of nuisance abatement on properties within the City of Boynton Beach. Mayor Grant noted there are property control numbers but not street addresses. He requested for future nuisance abatements, information submitted to Commission include the property address as well as the mailing address. Motion Mayor Grant moved to approve and add the property address to the nuisance abatement properties. Commissioner McCray seconded the motion. Vote The motion unanimously passed. B. PROPOSED RESOLUTION NO. R19-045 -Authorize City Manager to sign lease utilizing the State of Florida Contract 44102100-17-1 for mail processing equipment with Pitney Bowes for a sixty (60) month lease for mail processing equipment, meter, 15" color touch screen, 101b. integrated scale, laser printer, wireless keyboard, color graphic printing, SendProSeries, weighing platform, 8 Page 437 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 delivery, installation and training in the amount of$38,341 to be paid in monthly lease payments of$639. C. Award the bid for "SARA SIMS PARK FENCING" Bid # 009-2412-19/IT to McConnie Fence of Tampa, FL as the lowest, most responsive, responsible bidder who met all specifications for an estimated expenditure of$90,788.00 plus a contingency of$9,000 for unforeseen conditions for a total estimated expenditure of$99,788.00. Commissioner McCray asked if this was the fence around the cemetery and learned it was. He thanked staff for the information and announced Sara Sims Park was going to be pristine. Motion Commissioner McCray moved to approve. Commissioner Romelus seconded the motion. Vote The motion unanimously passed Mayor Grant indicated the City was trying to do to provide local contractors with job opportunities with Sara Sims Park. He spoke with the City Managers Office to include local contractor's credits in the RFQ to yield results that are more subjective for local subcontractors. Mayor Grant indicated this was the first multi-million dollar project, which the City tried to piece out to local vendors. Based upon comments from City staff, local contractors were not receiving the contracts and costs have increased. Commissioner Romelus asked if there were any solutions or if the Commission could come up with solutions. Mayor Grant suggested this item be placed on a Future Agenda requiring equitable practices for contractors. Commissioner Romelus would like to have a conversation about Building Wealth in the Community. D. Approve the one-year extension for RFPstBids and/or pi backs for the procurement of services and/or commodities as described in the written report for April 16, 2019- "Request for Extensions and/or Piggybacks." E. Accept the written report to the Commission for purchases over$10,000 for the month of March 2019. 9 Page 438 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 F. Approve the minutes from City Commission meeting held on April 2nd, 2019. Motion Commissioner Penserga moved to approve the Consent Agenda as amended. Commissioner McCray seconded the motion. vote The motion unanimously passed. 7. BIDS AND PURCHASES OVER $100,000 A. PROPOSED RESOLUTION NO. RI 9-046 -Approve the recommendation by the Evaluation Committee and authorize the City Manager to sign an Agreement with Rossa Enterprises DBA Clean Air Concepts as a result of RFP# 021-2210-1 IT for the installation of Vehicle Exhaust Extraction System for Fire Station #3 with an estimated cost of$54,015.00. The Agreement shall be for a period of three (3) years commencing on the date the Agreement is executed by the City with two (2) one-year renewals. Motion Commissioner Penserga moved to approve. Commissioner McCray seconded the motion. Commissioner Romelus asked if this was the first phase of the project for the installation of the Vehicle Exhaust Extraction Systems for the City Fire Stations. Tim Howard, Assistant City Manager, responded this was the first Fire Station to have the Vehicles Exhaust Extraction System (VEES) installed. Mr. Howard informed the Commission this this was being paid for by a Federal Emergency Management Association (FEMA) grant. Mr. Howard pointed out that the Fire Station in Town Square will have the VEES installed. Commissioner Romelus asked for clarification for the public. Glen Joseph, Fire Chief, explained Fire Trucks park inside of the Fire Station. Hazardous vehicle exhaust emissions in a Fire Station are one of a firefighters most significant cancer health risks. It is essential to create healthy and safe working conditions by reducing these risks. Commissioner Penserga asked if the Fire Station had sensors inside the bays, which tell the quality of the air. Chief Joseph responded they did not. They use a passive ventilation system and most stations built within the last 10 years use a fan in the roof to remove contaminates. 10 Page 439 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Commissioner McCray asked if Station 3 had the most problems. Chief Joseph responded it did. Because of the age of Fire Station 3, the City was able to receive a grant for the installation of the VEES. Commissioner McCray asked about the cost of the grant. Chief Joseph referenced the agenda item. vote The motion unanimously passed B. Approve utilizing the Polk County bid for utilities construction services (BVP #14-156)with Killebrew Inc. of Lakeland, FL for underground utility work on NE 1st Street at an estimated cost of$152,808.49 and a contingency of $15,000 for unforeseen issues that arise during construction for a total estimated amount of 167,808.49. Motion Commissioner McCray moved to approve. Commissioner Romelus seconded the motion. Vote The motion unanimously passed. C. Approve utilizing the State of Florida Contract#25172500-19-ACS (Alternate Source Contract)with Easy Pay tires for the purchase of Good Year Tires for the City's fleet vehicles on an "As Needed" basis with an estimated annual expenditure of$320,000. The State of Florida Alternate Source Contract procurement process satisfies the City's competitive bid requirements. Motion Commissioner Penserga moved to approve. Commissioner McCray seconded the motion. Commissioner McCray asked if the City was disposing of the tires legally. Mr. Howard indicated they were. Vote The motion unanimously passed 11 Page 440 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 D. Approve an increase to estimated annual expenditure to the following three (3) companies: Ferguson Enterprises, Fortiline Inc.and Core & in from $85,000 to $190,000 per City Bid #040-1412181 F , "Annual Supply of Brass Fittings and Accessories". Motion Commissioner McCray moved to approve. Commissioner Penserga seconded the motion. Commissioner McCray requested clarification of the amounts spent and the reasons why. Mr. Howard responded in previous years the City spend about$82,000-$86,000 in brass fittings over the course of a year. Currently, the City has completed two projects in Utilities, the acquisition of Perry Village and Tropical Breeze. Mr. Howard indicated those two projects used $59,000 in brass fittings. The City needs to increase the expenditure for the remainder of the year. vote The motion unanimously passed. E. Authorize the use of five (5) approved vendors. Barney's Pumps, Inc.; Custom Pump & Controls, Inc. / KSB; Hudson Pump & Equipment; PSI Technologies, Inc. and Xylem Water Solutions USA, Inc.for an estimated annual expenditure of$250,000 for wastewater pump replacements on an "as needed basis" for 160 wastewater lift stations that are within the Utility service area. Motion Commissioner Penserga moved to approve. Commissioner McCray seconded the motion. Vote The motion unanimously passed. 12 Page 441 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 ® PUBLIC HEARING 7 P.M. OR AS SOON THEREAFTER AS THE AGENDA PERMITS The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. Item being heard 8-D D. Approve text amendments to the Comprehensive Plan, including: PROPOSED ORDINANCE NO. 19-012 - FIRST READING - Future Land Use, Intergovernmental Coordination and Capital Improvements Elements, reflecting elimination of school concurrency and deletion of the Public School Facilities Element; and Attorney Cherof read Proposed Ordinance No. 19-012 by title only on first reading. He read Proposed Ordinance No. 19-013 by title only on first reading. Attorney Cherof administered an oath to all those intending to testify. Hanna Matras, Senior Planner, stated the proposed Comprehensive Plan amendment agreement between the School District, County and municipalities replaces the 2001 version. The City of Boynton Beach was following the County plan, which was already approved. They are deleting Public School Facilities (PSF), moving school planning policies from the PSF element, to the Intergovernmental Coordination Element. Staff revised language in the Future Land Use and Capital Improvement Element for consistency. The first set of amendments is "housecleaning". Motion Commissioner cCray moved to approve. Commissioner Penserga seconded the motion. Clerk Pyle called the role. Vote 5-0 PROPOSED ORDINANCE NO. 19-013 - FIRST READING - The Transportation Element, creating framework for potential future establishment of a mobility fee. City-initiated. Ms. Matras explained this Ordinance focused on roadway capacity through adopted levels of seNlce. Currently, the City was subject to Palm each County concurrency. Ms. 13 Page 442 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 MEMENEWINEFIRWARIM Matras indicated the proposed amendments would add thirteen new policies to the Comprehensive Plan's Transportation Element, creating a framework for potential implementation of a Mobility Fee. Doing this could generate revenue that could ultimately allow the City to start funding the full range of needed multi-modal transportation improvements in the, City. Florida Statutes encourage local governments to repeal transportation concurrency and adopt an alternative mobility-based funding system that allows developers to pay a fee as mitigation for their transportation impacts. The future Mobility Fee could replace the Palm Beach County concurrency system, the County's road impact fee and the proportionate share requirements. Ms. Matras stated there are statutory requirements that state the mobility fee revenue expended to implement the needs determined by the plan that serves as the basis for the imposition of the fee. In order for the City to adopt this Ordinance, the level of service for roadways be maintained. Ms. Matras pointed out the Mobility Fee has yet to be established. The City must develop a complete streets mobility plan. This plan would determine the type, location and the scope of the improvements. . Mayor Grant commented he was excited about the mobility fee as it was something he wanted to implement since his first term because of the amount of money the City has paid into the County road impact fees. Along with the passing of the Mobility Fee, he directed staff to provide how much money was paid into the road impact fees to the County since 2003. Mayor Grant asked how much money the County spent in zone six and within the City of Boynton Beach limits. Mayor Grant stated the information he received in 2014 was over $20M was collected but only $5M spent in the City. Most of the money was allocated to the western portion of Boynton Beach, Lake Worth and unincorporated Palm Beach County. Mayor Grant said he wanted to request a motion to approve this as it would help get funding for Complete Streets, trolley systems and future services that would alleviate traffic in the City. Motion Mayor Grant moved to approve. Commissioner McCray seconded the motion. Clerk Pyle called the role. Vote 5-0 A. Proposed Ordinance No. 19-014— First Reading —Approve Harbor Cay Town Homes Future Land Use Map form Special High Density Residential (Shdr) to Mixed Use Low (MXL) for a 1.43 parcel, located at 605 Lakeside Harbor , Applicant Untied Developers Group, LLC. 14 Page 443 of 1076 w w 9 IN qF 1p w Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 10 units on the south side. Each of the units are three stories and three bedrooms, with two-car garages. In addition to the two parking spaces per unit,there are 15 guest spaces. The applicant provided a traffic study that showed the maximum amount of parking required should be 43 spaces. The applicant has 51 spaces. He pointed out other communities have 2.8 parking spaces per unit. There will be a fence or a wall around the three sides of the property. Federal Highway on the western side would not have a fence or a wall. A condition of approval required a 6-foot wall/fence along the eastside of the property line. There will a retaining wall/ picket fence that would run along the North and south property lines. As stated before, the gate will remain where it is. The Community has a common pool. There will be some improvement to the park area. There was a small cabana and bathroom facility. The seven units along the east side have the option of having private pools as those units set back from the property line by 25 feet. Mr. Miller indicated south of Lakeside Harbor property was a vacant lot, which allowed for a single-family home, and there was an existing single-family home on the applicant's property. The unit to the peak was 38 feet high. The midpoint of the roofline measures 35-feet. The maximum allowed was 45 feet,which was 10 feet below the maximum. There was a small variation between the single-family home maximum height of 30-feet and the roofline of the townhome of 35-feet. At the Planning and Development Board meeting, the major concern was drainage, but he indicated there are regulations that control the drainage. There was an outfall location confirmed with the Department of Transportation (DOT). In addition, there was a catch basin and an exfiltration system that handled the drainage for the applicant's property. Lakeside Harbor has no drainage system in the roadway and all the water flows towards the Intracoastal. Mr. Miller said the applicant met with the neighbors and had a good discussion. There was a railroad tie,which would stop the water, as part of the community has offered to help participate in trying to improve the roadways. They offered to participate in a drainage system as long as everyone was involved and it was a coordinated effort. The project was capable of handling 1.4 acre's worth of drainage with the development's drainage system. Mayor Grant asked how much water could be held on the property and how much water can be held on the property during a 25 year, three-day event. Mr. Miller responded the system would accommodate 12 inches of rainfall over a three-day period. Mr. Miller provided storm criteria for a 25-year three-day storm. There would be zero outfall because of a storm. 16 Page 445 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Mayor Grant asked about the amount of rain for 100-year storm event. Neal Janov, Registered Engineer responded the development was designed for 25 year, three-day and 700-year storm events. The 25 year, three-day event would generate 13 inches of rainfall, which would be contained on the site. There was a retaining wall on three sides of the property and there was berm of the west side of the property. In addition, the applicant would be altering the grades on the private roadway so that there will be a berm on the roadway holding the water on the site. Mayor Grant asked how much rain was in the 100-year three-day storm event. Mr. Janov responded that would be would be 15 inches of rainfall over a three-day period. Mayor Grant further asked about post flowing offsite that would flow into the drain on Federal Highway. Mr. Janov responded it would also go into the overflow on Federal Highway onto the existing inlet, which was on the southwest corner of the property. In addition, some of the water would also go over the retaining wall and continue to the east. The difference was when the project was done would be .99 would be retained onsite or would go to the DOT inlet. Mayor Grant opened Public Comments. Jonathan Reingold, 631 Lakeside Harbor, said this was a great project and he was not opposed to development. He felt there would be flooding problems. The City granted a permit to build the last three houses about six-seven feet above grade so the water cannot get through. What has happen was bowl created at Lakeside Harbor. Charts do not take into consideration when a storm sits over Boynton. Mr. Reingold commented there are three gas pumps In Lakeside Harbor that have saved three homes. He indicated he was a Florida State Certified General Contractor and he pointed out the charts were wrong. The charts do not take into consideration what was going on in the area. Mr. Reingold pointed out the City was asking for what the developer wanted and not what the residents wanted or needed. Mr. Reingold asked if Harbor Cay and Lakeside Harbor would combined to become Harbor Cay. If so, they would not have any access to the private street or the dock. Mr. Reingold asked if the new Homeowner Association (HOA)was going to be responsible for the maintenance of the roadway and the dock. Mr. Reingold noted the developer did not speak about the dock. Mr. Reingold stated the developer controls all the properties from Federal Highway to the Intracoastal. He asserted the plan would not work and asked if there was funding to compete this project. He reiterated no one asked what he or his neighbors wanted. He had plans for his property and he was not sure if he would be able to follow through. Commissioner Romelus asked Mr. Reingold how he was considering improving the property. In addition, in regards to the road, her understanding was that Lakeside Harbor Road was privately owned. 17 Page 446 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 Mr. Reingold explained there was the community and then there are the homes. There was the dock and how the street functions. They have the right to extend the dock if they choose. He believes the developer was coming after the dock. The problem with extending the dock was they would only get one or two more slips. Commissioner Romelus asked about the flooding issues. She commented it mentioned some of the residents have gasoline pumps to pump the water off their property. She thought it seemed like a Band-Aid solution. She asked if Mr. Reingold or his neighbor had any plans to manage the flooding. Mr. Reingold responded there was a swale on the south side of the street that was filled in. The swale needed to be dug out, so the water could flow. He explained the owner of the house located at 638 Lakeside Harbor owner filled in the swale. Mr. Reingold pointed out the setbacks the developer was proposing was 5 feet from Lakeside Harbor. Everyone on the block has a 25-foot minimum setback. Commissioner Romelus suggested having a conversation with the developer regarding the road and perhaps an agreement with the developer to help mitigate the flooding situation. If the developer was going to repave the road, maybe they can help with the flooding issue. Mr. Reingold responded to get to that conversation, there needs to be a plan for the 18 homes in Harbor Cay. Mayor Grant agreed this was a conversation the residents should have with the developer. Attorney Cherof expressed this was the first reading and there would be additional opportunities to speak. Rohan Anderson, 7617 Lakeside Harbor, stated he has seen lots of rain since he moved to Lakeside Harbor. His concern was whether the developer would accomplish everything they have placed on the table. He was in the construction business and based on what was presented, the design would work. His home was the first house on the block and the first to get flooded. Mr. Anderson spoke about the abandoned house, which covered the swale. He suggested the City cite the homeowner and force them to restore the swale. In addition, the tie from the railroad as well as the grass needed to be lowered, and the flow need to go straight from the road to the Intracoastal. There was a meeting to discuss the dock and there was a consensus the residents did not want to extend the dock. He was concerned with the new unit owners driving to the dock. There are going to be 18 units with four people for each unit. He thought that was too many people on the dock and it was a safety concern, which needed to be addressed. 18 Page 447 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 ........................ Mr. Anderson mentioned there was discussion regarding a temporary fence being installed while the project was being constructed as well as security onsite. He suggested the developer and the community meet regarding what was going to happen to the road. In addition, the far end of the road needed to be shaved down so that the water can flow into the Intracoastal. Mr. Anderson indicated there were many questions the developer needed to explain and clarify to the homeowners. Todd Bertossi, 626 Lakeside Harbor, indicated he was a 24-year resident and said the charts are not the reality of what happens when it rains. He pointed out it rains and the property floods. He did not know how the developer planned to retain the water on the property with having a French Drain and a catch basin. The entire area was in a flood plain. He suggested connecting to the City water system. Because of the continued development in the area, there would always be some flooding. He informed the Commission new homes are permitted with six-foot elevations. He said water finds the lowest spot. The Casa Del Mar project to the north was raised at least five-feet. All the water flows to the next neighborhood. Mr. Bertossi pointed out everything was converging on their area, because of the elevation of the surrounding projects. Mark Mahar noted that finally a developer was willing to improve the large parcel to the west. He believes this project would add value to his property and viewed it as a plus. The drainage plan has been shared with the community and has considerable capacity. Presently, the water runs off down the street into the shores of Lake Worth. This project would contain water, which was running down the property. As the presenter shared, they intend to pursue to tying in to the FDOT gutter system. They have received approval from FDOT to have additional water. They are meeting and exceeding what was needed and required. Everyone was concerned with the dock and the road, but nothing can happen unless all the owners agree. It was time to join in with this project. The developer was willing to participate with the drainage system. He does not have a house on his lot, but he has been waiting to build on the lot. They all brought into the flood situation and they need to own it. This project was not going to the make the situation worse. He has not improved on his property, but when he does, it was a requirement to do the same thing. Personally, he would like to see more with the entrance and lush landscaping. Mayor Grant closed Public Audience. Commissioner McCray appreciated the comments by the public and indicated the Intracoastal has been having flooding issues constantly. The City has begun working with the homeowners to alleviate the problem. Colin Groff, Assistant City Manager, responded there are several projects on the public streets to correct some of the flooding problems. Most of the flooding was caused by sea level rise. The City has been working with seven other cities to develop codes and 19 Page 448 of 1076 Meeting inut s City m i sion Meeting Boynton Beach, Florida April 16, 2019 regulations to try to correct these issues. Concerning the private road, the City would not be able to spend public money to correct their issue, but will work with homeowner groups. Commissioner McCray inquired about the abandoned home that covered the swale and hoped restoring the swale would alleviate some of the flooding. Vice Mayor Katz thanked the speakers who provided their thoughts and concerns. They are legitimate concerns that will be addressed. In regard to the projects, the potential of connecting to FDOT or connecting with the City sewer, staff needed to advise the Commission on whether this was an option. Mr. Javon indicated he contacted FDOT and asked the drainage engineer if there were any exemptions or relief for an overflow into their system. Mr. Neal stated the answer was yes, but they would not accept any water prior to the water reaching the elevation of the 25-year three-day storm event. He asked if they would be permitted to have an overflow into the existing inlet, and the answer was yes. They are planning to have a design to have an overflow into the inlet from the developer's property. If they get the 25-year, three- day storm event everything would be contained onsite, anything in excess of the 25-year three-day storm event would overflow into the FDOT right-of-way also and overflow into the retaining wall. Vice Mayor Katz appreciated the response because the primary concern was the drainage and the potential damage to adjacent properties. The rules and regulations should be followed. Vice Mayor Katz, indicated putting the tie in was necessary and should be a condition of approval. Colin Groff, Assistant City Manager, responded the City Code requires if the project does not have a connection to FDOT over the 25-year, 3-day storm event, they must hold a 100-year storm event on site. The City would require that connection and the understanding of the FDOT rules was once you withhold the 25-year storm event on the site, the overflow could go to FDOT. It was already a condition of approval. Vice Mayor Katz indicated one of the speakers stated any changes to the common areas would require 100% of approval of all property owners on that street. Mr. Reingold responded according to his closing documents, they are not allowed to touch Lakeside Harbor without the consent of all owners. Vice Mayor Katz wanted to receive clarification on the restrictions to the streets and the dock, as well as clarification regarding decision-making being vetoed by any property owner by the next reading. There was still a second vote pending the next Commission meeting. The rules governing the street and the drainage on the street were a big concern. All property owners must agree. Mr. Miller stated there was a legal action regarding the street and he would provide the interpretation at the next meeting. Mr. Miller stated from a practical standpoint, it was 20 Page 449 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 acknowledged at the meeting there was no homeowners association for the community. There will be an association for Harbor Cay. The applicant would be a participant because of the access to the road. He suggested the residents should create a homeowner association. The developer would make improvements for the end of the road where the railroad tie was located and the development would improve the drainage for the area. Vice Mayor Katz, appreciated the willingness to agree to the conditions of approval. He needed a legal interpretation of the rights of the existing property owners regarding the road. If the legal interpretation does not appear to be what the existing homeowners believe, he would urge the applicant to work with the property owners. Mayor Grant noted as long as the applicant agrees to the condition of approval, it was binding. Commissioner Romelus asked if the applicant was willing to add, as a condition of approval, security of the property. Mr. Miller responded they have not spoken in any detail what that security would be, but it would be standard construction security. After the construction, there has been conversations regarding having security cameras and moving the gate. The FDOT requires the gate to be 100 feet setback from the road. Commissioner Romelus asked gate improvements. Mr. Miller replied the gate would be better than it was at this time. At this time, there was the ability to drive around the gate. With the development, there would be a wall on the property line on the east side along the development. There will be a pedestrian gate to allow the residents of Harbor Cay to walk through. The applicant has committed to puffing into the documents, which residents would not be allowed to drive down to the dock to park. There was discussion about creating an entry feature at the gate. Mr. Miller stated the applicant would continue to work with the residents and was willing to resurface the entire Lakeside Harbor road. Commissioner Romelus inquired about beautifying the area and the entrance. Mr. Miller responded there was a perimeter buffer around the property, which was a Code requirement. The buildings on the west side have sidewalks. There would be landscaping there. The applicant was providing about $35,000 for art. That strip of land would have landscaping and art. Mayor Grant inquired if the applicant wanted to have the art on their property. Mayor Grant commented City staff requested art be part of the project. Mr. Miller explained the location of the art would be between two trees and the applicant was willing to place the art on the site. Mayor Grant stated the problem with the art being placed in the middle of the site was it was great for the residents. He favored having an accent on the wall to make sure everyone driving by could see it. 21 Page 450 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Mayor Grant noted certain homes were allowed to have private pools. He thought during a King Tide, there was no place for the water to go. He asked for additional information on the King Tide being on the Intracoastal. He also advised, as to security, the City was implementing a real time Crime Center and he requested the development teamwork with the Police Department to make sure we have a safer Boynton each. Motion Commissioner Romelus moved to approve. Commissioner Penserga seconded the motion. Clerk Pyle called the role. Vote 5-0 Proposed Ordinance 19-015 FIRST READING- Approve Harbor Cay Townhomes Rezoning from IPUD, Infill Planned Unit Development to MU-1, Mixed Use I for a 1.43 parcel located at 65 Lakeside Harbor Applicant United Developers Group, LLC. Motion Commissioner Romelus moved to approve. Commissioner McCray seconded the motion. Clerk Pyle Galled the role. Vote 5-0 B. Approve Harbor Cay Townhomes Major Site Plan Modification (MSPM 19- 003)to construct 18 townhomes and related site improvements at a density of 12.6 dwelling units per acre on 1.43 acres located at 605 Lakeside Harbor in the Mixed Use-1 (MU-1) zoning District. Applicant: United Developers Group, LLC. Motion Commissioner Romelus moved to table until the May 7, 2019, Commission meeting. Commissioner Penserga seconded the motion. vote 22 Page 451 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 The motion unanimously passed C. PROPOSED ORDINANCE NO.19-004 - SECOND READING -Approve Boynton each all Future Land Use Map Amendment from Development of Regional Impact (DRI)to Mixed Use Low(MXL). Applicant: City-initiated. (Tabled to April 16, 2019) Attorney Cherof read the proposed Ordinance No. 119-04 and Proposed Ordinance into the record on second reading. Motion Commissioner Romelus moved to remove from the table. Commissioner cCray seconded the motion. vote The motion unanimously passed Hanna Matras, Senior Planner, stated this item pertained to proposed changes to the Boynton Beach Mail, Future Land Use. The item been reviewed by the State of Florida with no formal comments. Currently there are six owners. Washington Prime Group (Boynton Beach Mail LLC) owns the four parcels that constitute the largest part of the area. Other property owners include Macy's Florida Stores, Regional Enterprises, Dillard's, Istar Florida 2015 Cinemas and Christ Fellowship Church. Ms. Matras advised the Boynton Beach Mail has been declining for several years-The proposed Mixed Use Low FLU reclassification would provide flexibility in both uses and design to allow the Mail to "reinvent" itself. The variety of options MXL offers is crucial to the successful redevelopment of the property and the continued success of the entire Congress Avenue commercial hub. City staff, in preparation for the site's future redevelopment, initiated the proposed Future Land Use amendment. Staff recommended changing the Mail's Future Land Use classification from a Development of Regional Impact(DRI)to Mixed Use Low(MXL). Ms. Matras noted the Pine Preserve was a part of the original DRI, and would retain its Recreational classification. While the redevelopment would likely proceed in phases and involve site planning for each, the rezoning would be processed concurrently with a master plan for the entire site. There is at present, no master plan application. Commissioner Romelus noted she recently attended Advanced Institute for Elected Officials training hosted by the Florida League of Cities. She indicated one of the main topics was what to do with locations such as these malls and big box stores. The conversation always comes back to Boynton Beach because Boynton was ahead of those other cities. Commissioner Romelus wanted to commend staff for taking the initiative and 23 Page 452 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 capitalizing the taxes generated from the space that will benefit the residents of Boynton Beach. Mayor Grant requested clarification if the Mixed Use Low designation would allow for 45 feet height and 20 units per acre. Ms. Matras replied it would. Mayor Grant stated the fact that it was part of the Palm Tran Mass Transit System allowed the City to increase the density to Mixed Use Medium with the MU2 designation. Ms. Matras replied staff has not considered this. Amanda Bassiely, Principal Planner, indicated staff was approving the Land Use. Two different zoning districts correspond with that land use. There was MU 1,which was limited to 45 feet. The other was the Suburban Mixed Use, which was similar to what was on Congress. This would allow for more height and would allow for surface parking. Mayor Grant asked if the City still had SMU on the books. Ms. Bassiely stated the zoning Districts and the names have changed. He thought the City could change the zoning to Mixed Use Medium; the City does not have the SMU designation or the MU3 or MU2. Ms. Bassiely responded the SMU coordinates with Mixed Use Low and that was consistent with some of the other redevelopment on Congress. Mayor Grant inquired when the SMU was implemented. Ms. Bassiely responded it was at least five years ago. Mayor Grant was concerned the item needed to be tabled so the Commission could get it right the first time. As an example, the developer asks for MU2 in order to have 65 feet height, which was on Renaissance Common Boulevard. Ms. Bassiely replied SMU was a zoning district. This was the proper designation for that zoning district. They will get that height, but there was a difference between height and density. Renaissance Commons has 20 units per acre maximum and it height of 65 feet. Ms. Bassiely replied the Mail owner has been coordinating with the other owners. Ms. Matras stated they are in the middle of the update to the Code to be consistent with the CRA plan. Mayor Grant asked it the City was prohibited from have the zoning as Mixed Use Medium. Mr. Groff replied the Commission has the authority to set it to Mixed Use Medium. The recommendation was to have it as Mixed Use Low, because it was a large parcel with a combined Master Plan, which was what the owners was proposing. The density of 20 units was going to be enough for what the owners wanted to accomplish. The height was the second zoning district within that Land Use, but they will not address the zoning until the Master Plan is addressed. Mayor Grant asked if the City allowed Mixed Used Medium, and the developer only needed 19 units per acre, if they would not be allowed to build. Ms. Bassiely replied the Mixed Use Medium designation has both minimum and maximum requirements. It was important to see the product and see the fabric of Congress. Ms. Bassiely indicated if the 24 Page 453 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 010MMMEMEENIM Commission wanted to see more buildings like Renaissance Commons, this was the Land Use designation to use. Ms. Bassiely explained some of the density in the City's downtown has 50 units per acre. Mayor Grant responded that was the downtown. He does not see it as only residential, but as a commercial opportunity. Mayor Grant advised having the height and density was needed. He explained that with the Mixed Use Medium there was the ability to go 65 feet for commercial buildings. Ms. Bassiely replied commercial would be required on the other side of the street. Mayor Grant asked if the City was retaining the SMU in the Code for the future development. Ms. Bassiely replied the City was. Mayor Grant stated he has never seen the Mixed Use Medium in any of the plans the Commission has reviewed. Ms. Bassiely responded the CRA does not allow it within the CRA District. The SMU is only on Congress Avenue and outside the CRA District. Mayor Grant said the Planned Development Regulations for the CRA and the non-CRA was part of the City. Ms. Bassiely responded there are different planning documents and both are in the Land Development Regulations (LDRs). Mayor Grant said he would rather try to incentivize development. He asked the Commission for a motion to approve Mixed Use Medium. Commissioner Romelus noted this would mean a higher density and a height increase would need to accompany a traffic study. Ms. Matras replied if the Commission decided to change to the Mixed Use Medium, the plans would need to go back to the State of Florida for review. Mayor Grant withdrew his motion. Commissioner McCray indicated he was in favor of the staff recommendation, which was submitted and approved by the State of Florida. Motion Commissioner McCray moved to approve. Commissioner Penserga seconded the motion. Clerk Pyle called the role. Vote 5-0 PROPOSED ORDINANCE NO.19-005 - SECOND READING - vet Comprehensive Plan's Future Land Use Element text amendment to delete the 25 Page 454 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 on= Boynton Beach all DRI from the list of DRI-classified sites. Applicant: City- initiated. (Tabled to April 16, 2019) Motion Commissioner Romelus moved to remove from the table. Commissioner McCray seconded the motion. vote The motion unanimously passed Motion Commissioner Romelus moved to approve. Commissioner McCray seconded the motion. Clerk Pyle called the role. Vote 5-0 D. Approve text amendments to the Comprehensive Plan, (Heard earlier in the meeting) PROPOSED ORDINANCE NO. 19-012 - FIRST READING - Future Land Use, Intergovernmental Coordination and Capital Improvements Elements, reflecting elimination of school concurrency and deletion of the Public School Facilities Element; and (Heard earlier in the meeting) PROPOSED ORDINANCE NO. 19-013 - FIRST READING - The Transportation Element, creating framework for potential future establishment of a mobility fee. City-initiated. (Heard earlier in the meeting) E. Approve Major Master Plan Modification ( PMD 19-001)for Boynton Beach Town Square to amend the number of allowed dwelling units, revise project phasing, add a shared parking study, revise the proposed use of Building "B", increase the number of hotel rooms, and to add additional height to Building "C". Applicant: James S. Gielda, JK M Developers, LLC Attorney Cherof stated this was a quasi-judicial item and there are two applications. He assumed the applicant did not have any objection with combining the items. Commissioner McCray wanted to know why this was missed. He wanted this and his concern noted. Mayor Grant thought the same. 26 Page 455 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 19mrZaRVAINEMIM Attorney Cherof administered an oath to all those intending to testify. Bonnie Miskel, on behalf of JKM Developers, was presenting items related to the site plan for Phase 2 and 3. Phase 2 would have a five-story building with an increase in the proposed height of the building to the maximum height of 62 feet with 261 residential dwelling units, including a leasing center and interior and private amenities. The new development site plan for Phase 3 included two buildings and a parking garage. There was the central building, which was a six-story, 60 feet maximum, age restricted building. Phase Three, consists of a 210 unit apartment building, a 104 unit age restricted apartment building, 8,512 square foot of restaurant space, 11,030 square foot retail space, and an 878 parking space garage which includes 223 valet parking spaces. Ms. Miskel indicated there were two corresponding applications associated with the site plans. One request was for a height exception in order to allow the proposed architectural elements to exceed the 75-foot maximum permitted by the Code and allow a maximum height of 87 feet and nine (9) inches for the Phase 3, north building. She noted the additional square feet between the 75-foot Code height maximum and the 87 feet and nine inches was not occupied space. This would be for architectural embellishments, towers and parapets. This was to have bearing evaluation to make the building look more interesting. The applicant has applied for the Community Design Plan Appeal, also within the Phase three component. This was a request for relief from the requirements of Part 3, Chapter 4, Article III, and Section 6 of the City Code, which prohibits parking garages/structures having frontages on collector or arterial roads. The Code requires the developers to wrap the garage so it would not be visibly seen. This was a very small section of the parking garage. The developer has embellished and expanded the elevation so the parking garage was hidden. Mayor Grant asked which garage. Ms. Miskel responded this was the garage located between the north and central buildings. Ms. Miskel provided a site plan for Phase 2. The parking garage would be constructed prior to the commencement of Phase 2 and would serve both the City and the 261 residential units constructed within this phase. Phase 2 would have five stories and a 62 foot height maximum. It would include a pool and a park like area. There are also 32 parking spaces servicing the 261 residential units. Mayor Grant asked if there was any type of bridge. Ms. Miskel replied she did not believe there were any type of bridge connecting the structure in Phase 2. There would be direct connections within the building. Ms. Miskel showed elevations of the Town Square projects. Phase 3 was a seven-story, 87.9 foot maximum residential building. There are 210 dwelling units, with a leasing center with exterior private amenity spaces. The total retail space would be 11,030 square 27 Page 456 of 1076 Meeting Minutes it Commission Meeting BoyntonBeach, Florida April 16, 2019 i�- - - feet. Ms. Miskel stated that the additional 12.9 feet was for a parapet roof, tower elements and architectural details. There was no habitable space above 75 feet. The applicant was requesting relief from Chapter 4, Article 111, and Section 6, which prohibits parking structures from fronting arterial or collector roadways. The Applicant proposed that the east fagade, 125 feet of the north garage from on NE I Street would have a living green wall on the garage. The garage does not look like a garage. It has shutters and window treatments, with texture walls. Amanda Bassiely, Principle Planner, indicated there was an existing approved Master Plan for this site, which encompassed the entire Town Square site. There were no revisions of Phase 1, which included seven City-owned parcels with 15.04 acres, the City Hall Complex,the Old High School, The Schoolhouse Children,Amphitheatre,Art Center, Civic Center, Kid's Kingdom Playground, Library and the Madsen Senior Center. Ms. Bassiely stated there are changes to Phase 11, 3 and a newly added Phase 4. This is the private portion of the Master Plan. She provided an outline of the changes. There were changes in density. The southern building previously approved with 225 units, was revised to 210 units. The northern building previously approved at 280 units, was now revised to 261 units. The hotel located in the comer was approved for 120 rooms, was revised to 144 rooms. The central building was approved for 250 units, and was being revised to 104 age restrictive units. The total changes from 705 units on the property, had a density of 47 units per acre and the revised plan provided 575 units with a density of 38.2 units per acre. Ms. Bassiely continued to say the other changes was to the height requirement for the Master Plan. Originally, the northern buildings were approved at 99 feet and 80 feet, but both have been reduced to 75 feet based on the zoning district. The southern residential building along Second Avenue was approved at 50 feet and requesting a change to 62 feet. As stated before, there were no changes to the City Hall or hotel building. Most changes have to do with the phases. Ms. Bassiely said phase I and 2 have not changed and phase 3 originally included the hotel, the two buildings shown and the garage. They were adding the hotel to Phase 4 and including a shared parking study. The site would now provide 1,787 parking spaces and a 10% buffer. The parking would be shared between the two garages. Staff has reviewed the proposed requests and determined that the developer complies with the existing Mixed Used Medium (MXM) Future Land Use Classification and the existing zoning designation of MU-3. Mr. Groff said the original master plan was based on conceptual plans by the private developer as well as the City. The City moved forward with Phase I with individual site plans. Mr. Groff indicated there were some minor changes in the Master Plan. Mr. Groff explained the Master Plan was required because the City was trying to tie all the development together into one development. He provided a chronological breakdown of the master plan's development. Mr. Groff responded to Commissioner McCray's question if anything was missed. Nothing was missed from the original plan. 28 Page 457 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida ApHI16, 2019 Commissioner cCray responded he did not feel good about this issue, but he had studied the plans for the garage and it was fantastic. Mayor Grant asked what drove the changes from the original Master Plan. Ms. Miskel replied when the original master plan was submitted, they were working with an older survey and had plans that were at 5% level to have finite decisions. Mayor Grant interjected this was the first time the Commission was hearing about these changes. Mayor Grant commented the City had multiple hearings to approve that Master Plan. The City was losing nine units per acre. The Commission was not included in the decision being made and it did not have a second hearing. Ms. Miskel replied the revisions made, were market driven and were made in the spirit of staying on the four corners of the page. The changes were not that significant. The only significant change was for the age-restricted communities. There was a question of what this meant. She explained it was not an assisted living facility or nursing home. Ms. Miskel responded the Commission should have heard about the changes months ago. She indicated they were not keeping the information from the Commission. Ms. Miskel said if there was something, which was presented and there was the ability to come back with modifications to the Master Plan. Mayor Grant pointed out Boynton Beach does have age-restricted communities like Leisureville, Sterling Village, Seagate and High Point. There was a reference point. The Commission wanted this site to have workforce housing. He was not aware the developer sought any government subsidy. The CRA and the County have different impact fees and tax credits. Mayor Grant stated the CRA has the Tax Incremental Funding (TIF) available so that the City receives the best product. It was interesting how much money the developer needs to spend to make the parking garage not look like a parking garage. He believed they are losing units or construction value, because the developers are working on an aesthetics. Staff may have another view than the Commission. This was why he did not want to meet prior to the meeting. The project had been reviewed and finalized after it went to the Planning and Development Board. The Commission does not have the ability to make any changes. There was no second reading of the site plan. Ms. Miskel responded they have an opportunity to meet with Mike Simon, CRA Executive Director, or any other agency to set aside some of those units as workforce housing. Ms. Miskel pointed out this was not the design, but they have the ability to have some workforce housing if there are ways to ascertain some of the subsidy. As far as making modifications to the plan, this was a partnership and the client was motivated. Mayor Grant stated there was a reduction in the density on the Master Plan. Ms. Miskel explained it was a change in the total number. Mayor Grant said Cortina asked for a site plan modification without changing the master plan to get the density afterwards. He asked if the City was required to amend the Master Plan to get the new site plan. 29 Page 458 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 Ms. Bassiely responded the reason the reduction was shown on the Master Plan was that this Master Plan included the shared parking study with specific unit counts. In order to leave the capacity or density on the Master Plan, it would need the same capacity in parking. Ms. Bassiely responded the capacity and density must be tied together. They cannot have more units without having availability of parking. Mayor Grant said in order to change the site plan; the Master Plan must be redone for increases in parking because the way the Code reads. Ms. Bassiely replied they could allow additional density in the Master Plan if it met Code. Mayor Grant asked if there could be additional parking on the site. Ms. Miskel responded the current parking delineation would not allow the density. The developer would need to add additional decks. Ms. Miskel stated the developer was at their maximum height. Mayor Grant asked about increasing the age restriction for one of the other buildings. Ms. Miskel requested clarification if the Commission wanted to have a larger building to have more age restrictive units. Mayor Grant stated they could have more density. Ms. Miskel indicated this could be accomplished through a modification. John Markey, Private Developer, JKM, explained the developer provides a conceptual design based on what was being requested. Since the inception of the project, construction costs have increased 30%. The costs are for materials and labor. They have lost 60,000 construction jobs. He was concerned about financing and there was a need for balance. Vice Mayor Katz was content with the explanation and was not in favor of age-restricted housing. There was a glut of 55 and over communities. It was luxury unit owners with disposable income. He was not opposed to any of the requests. He was not in favor of pumping the brakes to go back to the drawing board, but he did not want to see the buildings go any higher. As stated before, he was not in support of age-restricted housing. Vice Mayor Katz understood some of the units were workforce housing, but asked if they met the definition of affordable housing. Mr. Markey replied they were. They originally designed the other buildings that are not age restricted to be 20% and higher affordable units without deed restrictions. Vice Mayor Katz stated he was not in favor of mandated or incentivized workforce housing within the units. They are creating a substantial quantity of workforce housing within walking distance to the north. It was important the City have housing opportunities within walking distance. There should be a balance that would feed the downtown area and the City only has one shot at the project. He was comfortable with what was being presented. There should not be any more dramatic changes. He stated he did not want to reinvent this project. 30 Page 459 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Commissioner Romelus wanted to add, she believed some of these changes have been taken into consideration and there has been a decrease in the density. The developer was adding living walls and green space, which encouraged those of a different age to move into the City downtown. There are many benefits to the changes, which the developer has made. There was a lot of thought and planning in this project. Commissioner Romelus stated she was in favor of the changes Commissioner McCray was in favor of the changes. Motion Commissioner Penserga moved to approve, Commissioner Romelus seconded the motion. vote The motion unanimously passed. F. Approve Major Site Plan Modification (MSPM 19-002)for Town Square Phase Two in order to construct a 261-unit apartment building that wraps the southern garage approved in the Town Square Phase One site plan on a 3.94- acre site. Applicant: James S. Gielda, JKM BTS South, LLC Motion Commissioner Romelus moved to approve. Commissioner McCray seconded the motion. vote The motion unanimously passed. G. Approve Height Exception (HTEX 1 t)-U01) for Town Square Phase II I in order to allow the proposed architectural elements to exceed the 75 foot maximum permitted by code and allow a maximum height of 87 feet and nine (9) inches. Applicant: James S. Gielda, JKM BTS South, LLC. Motion Commissioner Penserga moved to approve. Commissioner McCray seconded the motion. Vote The motion unanimously passed. 31 Page 460 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 H. Approve Community Design Appeal (CDPA 19-001) for Town Square Phase Three from Chapter 4, Article III, Section 6.F., "Off-Street Parking Area Standards", which requires facades of parking garages that front on an arterial or collector roadway to be wrapped with habitable space. Applicant: James S. Gielda, JKM BTS South, LLC Motion Commissioner Romelus moved to approve. Commissioner McCray seconded the motion. Vote The motion unanimously passed. I. Approve Major Site Plan Modification (MSPM 19-005)for Town Square Phase Three in order to construct a 210 unit apartment building, a 104 unit, age restricted apartment building, 8,512 square feet of restaurant space, 11,030 square feet of retail space, and an 875 parking space garage on a 4.10 acre site. Applicant: James S. Gielda, JKM BTS South, LLC. Motion Commissioner McCray moved to approve. Commissioner Romelus seconded the motion. vote The motion unanimously passed. J. Approve Conditional Use and Major Site Plan Modification for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through and related site improvements, located in a C-3 (Community Commercial) zoning District. Applicant: Raymond Funk, Coastal QSR, LLC (Tabled at the March 19, 2019 Commission Meeting) (Applicant requests tabling continues to May 6th meeting.) 9. CITY MANAGER'S REPORT A. Presentation by Dr. Joseph St. Germain, President of Downs and St. Germain Research, Inc. on the Public Opinion Survey Results. Lori LaVerriere, City Manager, indicated part of the Strategic Planning process last year was to consider funding and moving forward with a public opinion survey. A contract was initiated for a six-year study to survey the residents for one year. Next year there would be a focus group. This would provide feedback and help the City move forward in the Strategic Planning process. 32 Page 461 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Eleanor Krusell, Public Communications, Marketing, and Director, introduced Dr. Joseph St. Germaine, who was awarded the contract to provide and conduct the public opinion surveys from residents and businesses to identify areas of strengths and improvements. Dr. Joseph St. Germain, President of Downs and St. Germain Research, explained there was a resident survey as well as a business survey and he explained the methodology of the survey. There were 559 completed surveys. There was a sampling error of +/- 4.1%. Dr. St. Germain provided a sampling of the surveys with the City of Boynton each residents. The Satisfaction with City Services showed the Fire Department had an 85% satisfaction rating. Police satisfaction ranked at 66%. Dr. St. Germain provided Gap Analysis of City services, which showed areas of satisfaction versus importance of City services of residents of Boynton each. Commissioner Romelus requested clarification of the chart presented. Dr. St. Germain explained the chart was by department satisfaction, importance and the gap between the two. Mayor Grant understood the reason for the methodology was the overview of the City. Mayor Grant inquired if the survey was open to all. Dr. St. Germain replied it could be done. At this time, it was only open to residents and businesses of the Boynton Beach. This also avoids ballot stuffing Commissioner McCray inquired about free WIFI within the City limits. Commissioner Romelus noted even though the residents are saying they want notification via email, the preferred local services was through T.V. and social media. She would like the Commission meetings to be streamed live. Whether it was through Facebook live or streaming. Mr. Groff responded the New City Hall would have the ability to stream live. Commissioner Penserga asked if there was a way to display the data to provide a map to see the Districts where the complaints or compliments originated. Dr. St. Germain responded it could be done. The District results would show areas of concern. Dr. St. German provided a broad overview of business owners. He spoke with 360 business owners. These owners were randomly selected and contacted through emalls, postcards and telephones. The businesses were asked leading questions and they looked at overall ratings. Dr. St. German stated eight out of ten businesses rated the City as committed to retaining businesses. The businesses were asked the same type of questions as the residents and the businesses rated Boynton Beach Fire as number one. Police came in as a close second. 33 Page 462 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 ROEENNE�— Commissioner Romelus asked about a heat map that would show where they have parking problems. Dr. St. Germain replied this be accommodated by District. She asked how many surveys were sent out to business owners. Dr. St. Germain responded he needed to check the number. Commissioner Penserga asked if any of the data sets stood out. Dr. St. Germain responded permitting and economic development stood out. The residents and business owners agreed the City permitting process flowed well. Commissioner McCray asked out of the 559 surveys received how many were from District 2. There seemed to be more dissatisfied people from this District. Dr. St. Germain responded 15% were from District 2. Commissioner McCray indicated the City staff and elected official needed to begin pinpointing why are they losing people in different Districts. Dr. St. Germain responded the focus, groups could ascertain why this District's residents were disgruntled. Commissioner McCray asked if the telephone calls were to land lines only. Dr. St. Germain responded the calls were random and to both cell and land lines. Commissioner Romelus asked if addresses were requested. Dr. St. Germain advised respondents was not required to provide an address. Commissioner Romelus pointed out the typical layperson in Boynton Beach was not aware of their District. Dr. St. Germain replied with the online version, the residents are shown a map. The interviewers try to explain the Districts by separations of turnpike and east or west of 1-95. Commissioner Romelus suggested providing leading questions to designate a District, Dr. St. Germain replied the interviewer did this. Commissioner McCray asked what time of day the surveys were conducted. Dr. St. Germain responded they were conducted both day and night. Dr. St. Germain informed the Commission the surveys were in English, Spanish and Creole. Commissioner Romelus asked if the interviews were done in multiple languages for the telephone surveys. Dr. St. Germain indicated they were. Mayor Grant stated one of the concerns he has for the next focus group was what was being researched and if the Commission had any specific item they wanted surveyed. Dr. St. Germain replied they were happy to work with staff and the Commission. Ms. LaVerriere indicated that was a good question for strategic planning. Mayor Grant stated he wanted to know what they were looking at in the focus group. The Commission may not know what would be done in the focus group. 34 Page 463 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Ms. LaVerriere indicated the Commission wanted input on the questions or topics of the focus group. Vice Mayor Katz recalled that individual Commission members would not put their hands into the process. The Commission was clear that no individual would be able to influence the questions as not to potentially taint the survey. Ms. LaVerriere pointed out they could research questions forthe survey strategic planning process. Dr. St. Germain responded it was good to have input from all concerned. Commissioner Penserga asked how many focus groups would be conducted. Ms. Kruseil responded they would be doing both residential and business focus groups. Commissioner Penserga asked if the residents were within the City limits. Ms. Krusell responded they were. B. Discuss if Commission wants to have a public input meeting or2019/20budget, suggested dates and times: Tuesday, May 21, 2019, 5:30pm-6:30 pm before Commission Meeting Tuesday, June 4, 2019, 5:30pm-6:30 pm before Commission Meeting Meeting to be held at Intracoastal Park. Mayor Grant wanted to have the budget public input meeting on May 21 at the beginning of the meeting and to advertise it as part of public comment. 10. UNFINISHED BUSINESS - None 11. NEW BUSINESS A. Authorize Commissioner Penserga to travel to the Institute for Elected Municipal Officials (lEMO)training to be held in Tampa, FL October 4-6, 2019. Motion Commissioner McCray moved to approve with discussion. Commissioner Romelus seconded the motion. Commissioner McCray thanked Commissioner Penserga for volunteering to attend the Institute for Elected Municipal Officials. Vote The motion unanimously passed. 35 Page 464 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 B. Discussion regarding prohibition of truck and other commercial use vehicle parking in residential neighborhoods. Attorney Cherof stated there was a draft Ordinance to modify truck regulations in the City Code. Attorney Cherof stated what staff was looking for was authorization to move this Ordinance forward for first reading. He pointed out page two, line 72 contained penalties for violations. This was discussed with staff and they agreed it would be more appropriate to increase the first violation fine from $50 to $100. Commissioner McCray agreed with the City Attorney. Mayor Grant asked if a resident rents a Budget truck and leaves it overnight at their home, if the resident were fined $100. Attorney Cherof responded they would. This was not just for rental, this was for people who use trucks for transport and business. There are some exceptions in the draft Ordinance. As an example, if the truck owner was the property owner and the truck does not extend beyond the driveway. It may be best to allow this to move to first reading and work out the details later. Commissioner McCray commented residents brought this item to his attention. Attorney Cherof explained this Ordinance was drafted to be broader than just for 18- wheelers. It detracts from their property values. If the Commission chose to adopt this Ordinance, before this become enforceable, there would be a notice to the public to alter the behavior. Attorney Cherof indicated he was looking for direction. Commissioner Penserga asked if this would also apply to Homeowner Associations who may or may not have their own regulations. Attorney Cherof explained this would apply to all single-zoned districts, private and public. Ms. LaVerriere responded it was difficult to pull out just semi/tractor trailer and would be difficult to pinpoint the semi-truck issue without prohibiting commercial vehicles. This would not practical, because there are residents which have jobs which require them to have a commercial vehicle in their driveway. Mayor Grant stated if the truck/trailer could fit on a driveway, it would not apply. This does not apply for semi/trailers at the Family Dollar stores. Ms. LaVerriere responded this was commercial property and the semi/tractors would not be affected. Ms. LaVerriere pointed out this was commercial property and it would still be allowed. Mayor Grant asked if there was parallel parking on Martin Luther King Boulevard, if it would stop anyone from parking. Mr. Groff responded some of the parking would be controlled by the City parking regulations. The Commission could direct staff to place no overnight parking signs in the area. If this was a commercial street, the signs could be site specific. Ms. LaVerriere pointed out she had some parking signs placed on Martin Luther King Boulevard and they were all stolen. The signs will be replaced and concreted into the ground. 36 Page 465 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, Florida April 16, 2019 Mayor Grant opened for public comments. Susan Oyer 140 SE 27 Way, informed the Commission there was a semitrailer on her street and they leave the truck running for hours. She noticed this Ordinance did not mention noise and asked if this would be addressed. Ms. Oyer stated she has a neighbor with a tow truck. She read vehicles not meant for passenger use, would be restricted. Attorney Cherof said staff never considered the running vehicles and this was not addressed. Mr. Groff explained there was a Noise Ordinance and staff was looking for direction from the Commission. Mayor Grant asked how many axels a Mack truck had. Mr. Groff replied staff began with two axels, but there is a class of vehicles that have only two axels. Mayor Grant said there would always be loopholes. Mr. Groff said the Ordinance Gould say a commercial vehicle with no more than two axles. This does not address tow trucks owned by a property owner, which have two axels. Mayor Grant said regardless of the axels, tow trucks must be parked on the driveway. Mr- Groff recommended moving forward for the Ordinance. Mayor Grant asked for first reading at the May 7, 2019, meeting. There was a consensus C. Discuss attendance and authorize expenditure of funds for travel, lodging, registration and expenses at the 93rd Annual Conference of the Florida League of Cities being held in Orlando, Fl on Thursday August 15 through August 17, 2019. Motion Commissioner Penserga moved to approve. Commissioner McCray seconded the motion. Vote The motion unanimously passed. 12. LEGAL A. PROPOSED ORDINANCE 19-010 - FIRST READING - Amending Chapter 14 of the Code of Ordinances entitled "Motor Vehicles and Traffic" creating Section 14-13 entitled "Motorized Scooters". (Tabled to Apill 16, 2019). Motion Commissioner McCray moved to remove from the table. Commissioner Romelus seconded the motion. 37 Page 466 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 Vote The motion unanimously passed. Attorney Cherof read Proposed Ordinance No. 19-010 into the record by title only on first reading. He explained the State of Florida would preempt the municipalities except in a very limited fashion from enforcing a ban of motorized scooters. The State will regulate and the City would need to treat the motorized scooters like bicycles. Attorney Cherof indicated he does not believe this Ordinance was ready to move forward and suggested working with the lobbyist. Mayor Grant asked what happens if the City has an Ordinance in place before the preemption. Attorney Cherof responded it would be of no effect. Mayor Grant suggested the Commission move forward on the proposed Ordinance. He said it would be easier for the Lobbyist to add the amendments so that nothing that was in place was affected, rather than trying to change the rule. Attorney Cherof asked if the Mayor was asking to move forward with banning the motorized scooters in its entirety. Mayor Grant replied that was correct. The City could say they had the ban prior to the preemption. Attorney Cherof explained the definition of motorized scooters. Attorney Cherof stated if there was a motion to adopt this Ordinance on first reading, it would return to the Commission, because the title has been made broad enough to go in either direction. It would come back with significant amendments. What will be seen was very few words, except the remaining words that the motorized scooters are not allowed. Mayor Grant said the City could tell their lobbyist they wanted to have preemption only if it provided in the future and not Ex-Post Facto. Commissioner Romelus indicated based on the last version; they removed the hoover boards from the Ordinance. Motion Vice Mayor Katz moved to approve on first reading. Commissioner Romelus seconded the motion. Clerk Pyle called the role. 38 Page 467 of 1076 Meeting Minutes it Commission Meeting Boynton Beach, ➢ ria April 16, 2019 Vote 5-0 Mayor Grant asked fora consensus for the City Manager to speak with the lobbyist regarding motorized scooters. There was a consensus. Mayor Grant added Future Land Use of Seacrest Boulevard, social media notifications, expense accounts; equitable RF 's and optional comment cards to the Future Agenda. 13. FUTURE AGENDA ITEMS A. Department to give brief presentation of their operations Fire — May 2019 Development—July 2019 Library— September 2019 B. Caler, Donten & Levine (city auditors) will present the Comprehensive Annual Financial Report for FY 2018. - May 7, 2019. C. Representative Mike Caruso will provide the Commission a post-legislative update - May 7, 2019. D. Proclamation for Boynton Beach Mental Health Committee - May 7, 2019 E. Staff to provide brief update on status of Town Square Project. May 7, 2019 F. Staff to provide update to City Commission on Surtax Projects for FY 18/19 - May 7, 2019. G. Commission wants to discuss public safety as it relates to the Town Square Redevelopment- June 2019 H. Staff to review Development Department's plan review processes to identify efficiencies and technologies to assist with timely review of plans/projects - Jul 2019 I. Budget Workshops for 2019/20 proposed budget: Budget Workshops at Intracoastal park Clubhouse: Monday, July 15, 2019 Tuesday, July 16 2019 @ 1 0:00am Wednesday, July 17, 2019@ 2:00pm 39 Page 468 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 14. ADJOURNMENT Motion There being no further business to discuss, Commissioner Romelus moved to adjourn. Commissioner cCray seconded the motion. Vote The motion unanimously passed. The meeting adjourned at 11:29 p.m. (Continued on next page) 40 Page 469 of 1076 Meeting Minutes City Commission Meeting Boynton Beach, Florida April 16, 2019 CITY OF BOYNTON BEACH Mayor- Steven B. Grant Vice Mayor—Justin Katz Commissioner- Mack McCray Commissioner— Christina Romelus Commissioner—TY Penserga ATTEST Judith A. Pyle, CMC City Clerk Queenester Nieves Deputy City Clerk 41 Page 470 of 1076 7.A. BIDS AND PURCHASES OVER$100,000 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R19-053-Approve utilizing the State of Florida Contract#42000000-18- ACS (Alternate Source Contract)with Concordance Medical, Henry Schein Medical, McKesson Medical and Medical Solutions for the City's medical supplies on an "As Needed" basis with an estimated annual expenditure of$150,000 and authorize the City Manager to sign Agreements with each of the four companies. The State of Florida Alternate Source Contract procurement process satisfies the City's competitive bid requirements. EXPLANATION OF REQUEST: Contract Term-August 29, 2018 -April, 9, 2020 The State of Florida is a participating state in the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) for medical supplies. (MMCAP) is a free, voluntary group purchasing organization for government facilities that provide healthcare services. MMCAP is open to government institutions that provide healthcare services, such as state agencies, counties, cities, school districts, and correctional and public higher education institutions. MMCAP is operated by the State of Minnesota and adheres to state procurement laws and policies, which are widely recognized for their commitment to fair and open competition. The City currently has a bid in place for medical supplies that expires 7-2-19. This bid (057-1412-17/IT)was a CO-OP with the City of Delray Beach. Delray has since decided to not participate in the CO-OP, effectively limiting our purchasing power. It is recommended to piggyback the State of Florida ACS contract to increase our buying power. The piggyback will take affect on 7-3-19 when the current bid has expired. The medical supplies are purchased for the City's Fire department and are stocked at the Warehouse. The medical supplies are essential for the City's EMS operation. The contract allows for three (3) one (1) year renewals. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Approval for the use of this contract will allow for the City's Fire EMS to be equipped with the necessary medical supplies when needed. FISCAL IMPACT: Budgeted Funds are budgeted and available for account 502-0000-141-0100 for the amount of$150,000. FY 16/17 expenditures $136,313.41 FY 17/18 expenditures $133,259.24 ALTERNATIVES: To not approve the piggyback and have the City go out for bid on it's own. However, multi- state bid solicitation is considerably lower pricing than what would be provided for a City bid. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: Page 471 of 1076 CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Resolution Resolution approving 4 Agreements for medical supplies D Agreement Piggy-back Agreement with Concordance D Agreement Piggy-back Agreement with Henry Schein D Agreement Piggy-back Agreement with McKesson D Agreement Piggy-back Agreement with Medical Solutions D Contract Concordance MMCAP Contract D Contract Henry Schein MMCAP Contract D Contract McKesson MMCAP Contract D Contract Medical Solutions MMCAP Contract D Addendum Participating Addendum Concordance D Addendum Participating Addendum Henry Schein D Addendum Participating Addendum McKesson D Addendum Participating Addendum Medical Solutions D Addendum State of Florida Page 472 of 1076 I RESOLUTION NO. R19- 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING UTILIZING THE STATE OF FLORIDA CONTRACT 5 #42000000-18-ACS (ALTERNATE SOURCE CONTRACT) WITH 6 CONCORDANCE MEDICAL, HENRY SCHEIN MEDICAL, 7 MCKESSON MEDICAL AND MEDICAL SOLUTIONS FOR THE 8 CITY'S MEDICAL SUPPLIES ON AN "AS NEEDED" BASIS WITH 9 AN ESTIMATED ANNUAL EXPENDITURE OF $150,000; 10 AUTHORIZING THE CITY MANAGER TO SIGN AGREEMENTS 11 WITH EACH OF THE FOUR COMPANIES; AND PROVIDING AN 12 EFFECTIVE DATE. 13 14 15 WHEREAS, the City currently has a bid in place for medical supplies and 16 pharmaceuticals which expires July 2, 2019; and 17 WHEREAS, this Agreement allows the City's Fire EMS to access another vendor for 18 the necessary medical supplies when needed; and 19 WHEREAS, the City Commission of the City of Boynton Beach, upon the 20 recommendation of staff, deems it in the best interest of the citizens and residents of the City 21 of Boynton Beach to approve and authorize the City Manager to sign Agreements with 22 Concordance Medical, Henry Schein Medical, McKesson Medical and Medical Solutions for 23 the City's medical supplies on an "as-needed" basis with an estimated annual expenditure of 24 $150,000 at prices based on State of Florida Member-Requested Participation Agreements 25 through Minnesota Multistate Contracting Alliance for Pharmacy. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being 29 true and correct and are hereby made a specific part of this Resolution upon adoption hereof. 30 Section 2. The City Commission of the City of Boynton Beach hereby approves C:AProgram Files(x86)Aneevia.com\docConverterProAtemp\NVDC\9173B7B0-7E4F-4CO3-9FD1-786CD656B6B4\Boynton Beach.16311.1.Piggy-back -_State_of Florida and MMCAP_(Medical Supplies)_- Reso.docx Page 473 of 1076 31 and authorizes the City Manager to sign Agreements with Concordance Medical,Henry Schein 32 Medical, McKesson Medical and Medical Solutions for the City's medical supplies on an"as- 33 needed" basis with an estimated annual expenditure of$150,000 at prices based on State of 34 Florida Member-Requested Participation Agreements through Minnesota Multistate 35 Contracting Alliance for Pharmacy, copies of which are attached hereto as Exhibits "A-D" 36 Section 3. That this Resolution shall become effective immediately upon passage. 37 PASSED AND ADOPTED this day of , 2019. 38 CITY OF BOYNTON BEACH, FLORIDA 39 40 YES NO 41 42 Mayor— Steven B. Grant 43 44 Vice Mayor—Justin Katz 45 46 Commissioner—Mack McCray 47 48 Commissioner—Christina L. Romelus 49 50 Commissioner—Ty Penserga 51 52 VOTE 53 ATTEST: 54 55 56 57 Judith A. Pyle, CMC 58 City Clerk 59 60 61 (Corporate Seal) 62 C:AProgram Files(x86)Aneevia.com\docConverterProAtemp\NVDC\9173B7B0-7E4F-4CO3-9FD1-786CD656B6B4\Boynton Beach.16311.1.Piggy-back -_State_of Florida and MMCAP_(Medical Supplies)_- Reso.docx Page 474 of 1076 MEDICAL SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between CONCORDANCE HEALTHCARE SOLUTIONS, LLC., a Foreign Limited Liability Company authorized to do business in the State of Florida with an address of 85 Shaffer Park Drive, Tiffin OH 44883 ("CONCORDANCE" or "Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach,FL 33425 (the "City"). RECITALS WHEREAS, The City's Fire EMS Department utilizes medical supplies and pharmaceuticals which are consistently on backorder and utilizing the pricing from the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18008 will add additional vendors for medical supplies to obtain a greater pool to purchase from; and WHEREAS, CONCORDANCE, has agreed to allow the City to piggy-back the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS to provide medical supplies and pharmaceuticals through April 8, 2020 with three one-year options for renewal for an estimated annual expenditure of$150,000.00 at prices based on State of Florida contract on an"as needed" basis; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and CONCORDANCE agree that CONCORDANCE shall provide medical supplies and pharmaceuticals through April 9, 2020 with three one-year options for renewal for an estimated annual expenditure of $150,000.00 at prices based on State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18008, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to State of Florida, Florida DMS, State of Minnesota or Minnesota Multistate Contracting Alliance for Pharmacy shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this Agreement must be in a court of competent jurisdiction in Palm Beach County, Florida. Page 1 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\D2AF7CB0-E2C1-4833-9442-F9D3D63B6B9B\Boynton Beach.16312.1.Piggyback (State_And_MMCAP)_Concordance Medical_Agmt.Docx Page 475 of 1 076 B. All Notices to the City shall be sent to: City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active Agreement term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Page 2 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\D2AF7CB0-E2C1-4833-9442-F9D3D63B6B9B\Boynton Beach.16312.1.Piggyback (State_And_MMCAP)_Concordance Medical_Agmt.Docx Page 476 of 1 076 1) Keep and maintain public records required by the CITY to perform the service; 2) 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; 3) 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 Agreement term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the State of Florida Agreement is amended, or terminated, CONCORDANCE shall notify the City within ten (10) days. In the event the State of Florida Agreement is amended or terminated prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. CONCORDANCE agrees that in the event it enters into a Agreement for the same (or substantially similar) scope of services with another local government in Florida which contains a term or condition,including fees, charges or costs,which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Page 3 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\D2AF7CB0-E2C1-4833-9442-F9D3D63B6B9B\Boynton Beach.16312.1.Piggyback (State_And_MMCAP)_Concordance Medical_Agmt.Docx Page 477 of 1 076 Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the State of Florida MPA Agreement and the MMCAP Agreement are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney CONCORDANCE HEALTHCARE SOLUTIONS, LLC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\D2AF7CB0-E2C1-4833-9442-F9D3D63B6B9B\Boynton Beach.16312.1.Piggyback (State_And_MMCAP)_Concordance Medical_Agmt.Docx Page 478 of 1 076 EXHIBIT A AGREEMENT BETWEEN MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY, STATE OF FLORIDA AND CONCORDANCE HEALTHCARE SOLUTIONS, LLC. Page 5 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\D2AF7CB0-E2C1-4833-9442-F9D3D63B6B9B\Boynton Beach.16312.1.Piggyback (State_And_MMCAP)_Concordance Medical_Agmt.Docx Page 479 Of 1 076 MEDICAL SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between HENRY SCHEIN MEDICAL A DIVISION OF HENRY SCHEIN, INC., a Foreign corporation authorized to do business in the State of Florida with an address of 135 Duryea Road, Melville NY 11747 ("HENRY SCHEIN" or "Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the"City"). RECITALS WHEREAS, The City's Fire EMS Department utilizes medical supplies and pharmaceuticals which are consistently on backorder and utilizing the pricing from the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18016 will add additional vendors for medical supplies to obtain a greater pool to purchase from; and WHEREAS, HENRY SCHEIN, has agreed to allow the City to piggy-back the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS to provide medical supplies and pharmaceuticals through April 8, 2020 with three one-year options for renewal for an estimated annual expenditure of$150,000.00 at prices based on State of Florida contract on an"as needed" basis; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and HENRY SCHEIN agree that HENRY SCHEIN shall provide medical supplies and pharmaceuticals through April 9, 2020 with three one-year options for renewal for an estimated annual expenditure of $150,000.00 at prices based on State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18016, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to State of Florida, Florida DMS, State of Minnesota or Minnesota Multistate Contracting Alliance for Pharmacy shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this Agreement must be in a court of competent jurisdiction in Palm Beach County, Florida. Page 1 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E07789F4-BEA2-4C5B-8E4B-701642D63FAF\Boynton Beach.16313.1.Piggyback (State_And_MMCAP)_Henry_Schein Medical_Agmt.Docx Page 480 of 1 076 B. All Notices to the City shall be sent to: City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active Agreement term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Page 2 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E07789F4-BEA2-4C5B-8E4B-701642D63FAF\Boynton Beach.16313.1.Piggyback (State_And_MMCAP)_Henry_Schein Medical_Agmt.Docx Page 481 of 1 076 1) Keep and maintain public records required by the CITY to perform the service; 2) 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; 3) 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 Agreement term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the State of Florida Agreement is amended, or terminated, HENRY SCHEIN shall notify the City within ten (10) days. In the event the State of Florida Agreement is amended or terminated prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. HENRY SCHEIN agrees that in the event it enters into a Agreement for the same (or substantially similar)scope of services with another local government in Florida which contains a term or condition, including fees, charges or costs, which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Page 3 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E07789F4-BEA2-4C5B-8E4B-701642D63FAF\Boynton Beach.16313.1.Piggyback (State_And_MMCAP)_Henry_Schein Medical_Agmt.Docx Page 482 of 1 076 Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the State of Florida MPA Agreement and the MMCAP Agreement are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney HENRY SCHEIN MEDICAL A DIVISION OF HENRY SCHEIN, INC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E07789F4-BEA2-4C5B-8E4B-701642D63FAF\Boynton Beach.16313.1.Piggyback (State_And_MMCAP)_Henry_Schein Medical_Agmt.Docx Page 483 of 1 076 EXHIBIT A AGREEMENT BETWEEN MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY, STATE OF FLORIDA AND HENRY SCHEIN MEDICAL A DIVISION OF HENRY SCHEIN, INC. Page 5 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\E07789F4-BEA2-4C5B-8E4B-701642D63FAF\Boynton Beach.16313.1.Piggyback (State_And_MMCAP)_Henry_Schein Medical_Agmt.Docx Page 484 Of 1 076 MEDICAL SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between MCKESSON MEDICAL-SURGICAL, INC., a Foreign corporation authorized to do business in the State of Florida with an address of 9954 Mayland Drive, Ste. 4000, Richmond, VA 23233 ("MCKESSON" or"Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the "City"). RECITALS WHEREAS, The City's Fire EMS Department utilizes medical supplies and pharmaceuticals which are consistently on backorder and utilizing the pricing from the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18000 will add additional vendors for medical supplies to obtain a greater pool to purchase from; and WHEREAS, MCKESSON, has agreed to allow the City to piggy-back the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS to provide medical supplies and pharmaceuticals through April 8,2020 with three one-year options for renewal for an estimated annual expenditure of$150,000.00 at prices based on State of Florida contract on an "as needed" basis; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and MCKESSON agree that MCKESSON shall provide medical supplies and pharmaceuticals through April 9, 2020 with three one-year options for renewal for an estimated annual expenditure of $150,000.00 at prices based on State of Florida Member- Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. MMS 18000, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to State of Florida, Florida DMS, State of Minnesota or Minnesota Multistate Contracting Alliance for Pharmacy shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this Agreement must be in a court of competent jurisdiction in Palm Beach County, Florida. Page 1 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\BA6C0488-7437-4F4E-995E-EDBF5856B8E3\Boynton Beach.16314.1.Piggyback (State_And_MMCAP)_Mckesson Medical_Agmt.Docx Page 485 of 1 076 B. All Notices to the City shall be sent to: City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active Agreement term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Page 2 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\BA6C0488-7437-4F4E-995E-EDBF5856B8E3\Boynton Beach.16314.1.Piggyback (State_And_MMCAP)_Mckesson Medical_Agmt.Docx Page 486 of 1 076 1) Keep and maintain public records required by the CITY to perform the service; 2) 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; 3) 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 Agreement term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the State of Florida Agreement is amended, or terminated, MCKES SON shall notify the City within ten(10)days. In the event the State of Florida Agreement is amended or terminated prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. MCKES SON agrees that in the event it enters into a Agreement for the same (or substantially similar) scope of services with another local government in Florida which contains a term or condition, including fees, charges or costs,which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Page 3 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\BA6C0488-7437-4F4E-995E-EDBF5856B8E3\Boynton Beach.16314.1.Piggyback (State_And_MMCAP)_Mckesson Medical_Agmt.Docx Page 487 of 1 076 Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the State of Florida MPA Agreement and the MMCAP Agreement are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney MCKESSON MEDICAL-SURGICAL, INC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\BA6C0488-7437-4F4E-995E-EDBF5856B8E3\Boynton Beach.16314.1.Piggyback (State_And_MMCAP)_Mckesson Medical_Agmt.Docx Page 488 of 1 076 EXHIBIT A AGREEMENT BETWEEN MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY, STATE OF FLORIDA AND MCKESSON MEDICAL-SURGICAL, INC. Page 5 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\BA6C0488-7437-4F4E-995E-EDBF5856B8E3\Boynton Beach.16314.1.Piggyback (State_And_MMCAP)_Mckesson Medical_Agmt.Docx Page 489 Of 1 076 MEDICAL SUPPLIES AGREEMENT This Agreement is made as of this day of , 2019 by and between MEDICAL SOLUTIONS, INC., a Foreign corporation authorized to do business in the State of Florida with an address of 1040193 rd Avenue N, Ste. 100,Maple Grove,MN 55369 ("MEDICAL SOLUTIONS" or "Contractor"), and THE CITY OF BOYNTON BEACH, a Florida municipal corporation, with a mailing address of Post Office Box 310, Boynton Beach, FL 33425 (the "City"). RECITALS WHEREAS, The City's Fire EMS Department utilizes medical supplies and pharmaceuticals which are consistently on backorder and utilizing the pricing from the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. NMS 18013 will add additional vendors for medical supplies to obtain a greater pool to purchase from; and WHEREAS, MEDICAL SOLUTIONS, has agreed to allow the City to piggy-back the State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS to provide medical supplies and pharmaceuticals through April 8, 2020 with three one-year options for renewal for an estimated annual expenditure of $150,000.00 at prices based on State of Florida contract on an "as needed" basis; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and MEDICAL SOLUTIONS agree that MEDICAL SOLUTIONS shall provide medical supplies and pharmaceuticals through April 9, 2020 with three one-year options for renewal for an estimated annual expenditure of$150,000.00 at prices based on State of Florida Member-Requested Participation Agreement No. 42000000-18-ACS which is utilizing the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Agreement No. NMS 18013, a copy of which is attached hereto as Exhibit"A", except as hereinafter provided: A. All references to State of Florida, Florida DMS, State of Minnesota or Minnesota Multistate Contracting Alliance for Pharmacy shall be deemed as references to the City of Boynton Beach. Venue for any litigation arising under this Agreement must be in a court of competent jurisdiction in Palm Beach County, Florida. Page 1 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\3F831A84-162A-4742-B8F3-AC7A88750070\Boynton Beach.16315.1.Piggyback (State_And_MMCAP)_Medical_Solutions_Agmt.Docx Page 490 of 1 076 B. All Notices to the City shall be sent to: City: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561)742-6010/Facsimile: (561) 742-6090 Copy : James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: Scrutinized Companies By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active Agreement term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the Agreement and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. D. Records shall be deleted in it's entirety and replaced with the following: The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Page 2 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\3F831A84-162A-4742-B8F3-AC7A88750070\Boynton Beach.16315.1.Piggyback (State_And_MMCAP)_Medical_Solutions_Agmt.Docx Page 491 of 1 076 1) Keep and maintain public records required by the CITY to perform the service; 2) 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; 3) 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 Agreement term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and 4) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. 5) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 3301 QUANTUM BLVD. BOYNTON BEACH, FL, 33435. 561-742-6061. PYLEJ@BBFL.US Section 3. In the event that the State of Florida Agreement is amended, or terminated, MEDICAL SOLUTIONS shall notify the City within ten (10) days. In the event the State of Florida Agreement is amended or terminated prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed amended or terminated, until specifically amended or terminated by the parties hereto. Section 4. MEDICAL SOLUTIONS agrees that in the event it enters into a Agreement for the same (or substantially similar) scope of services with another local government in Florida which contains a term or condition, including fees, charges or costs, which the City determines to be more favorable than the terms in this Contract, the parties shall enter into an Addendum to provide those terms to the City. Page 3 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\3F831A84-162A-4742-B8F3-AC7A88750070\Boynton Beach.16315.1.Piggyback (State_And_MMCAP)_Medical_Solutions_Agmt.Docx Page 492 of 1 076 Section 5. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 6. In all other aspects, the terms and conditions of the State of Florida MPA Agreement and the MMCAP Agreement are hereby ratified and shall remain in full force and effect under this Contract, as provided by their terms. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: By: Lori LaVerriere, City Manager City Clerk APPROVED AS TO FORM: James A. Cherof, City Attorney MEDICAL SOLUTIONS, INC. WITNESSES: BY: Print Name: Title: ATTEST: SECRETARY Page 4 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\3F831A84-162A-4742-B8F3-AC7A88750070\Boynton Beach.16315.1.Piggyback (State_And_MMCAP)_Medical_Solutions_Agmt.Docx Page 493 of 1 076 EXHIBIT A AGREEMENT BETWEEN MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY, STATE OF FLORIDA AND MEDICAL SOLUTIONS, INC. Page 5 C:AProgram Files(X86)ANeevia.Com\DocconverterproATemp\NVDC\3F831A84-162A-4742-B8F3-AC7A88750070\Boynton Beach.16315.1.Piggyback (State_And_MMCAP)_Medical_Solutions_Agmt.Docx Page 494 Of 1 076 Concordance Healthcare Solutions. LLC MMCAIP Contract No. MMS 18008 TABLE Or CONTENTS Key Definitions Page 3 Article I: Recitals Page 6 Article 2: Incorporation Page 6 2.1. Attachments, Exhibits and Order of Precedent Page 6 2.2. Member Participation Agreements(NIPAs) Page 6 Article 3: Representations,Warranties and Certifications Page 7 1.GPO Representation Page 7 2. Federal Health Care Program Exclusion Page 8 3. Debarment by State, its Departments, Commissions,Agencies or Political Subdivisions Page 8 4.Certification Regarding Debarment, Suspension, Ineligibility,and Voluntary Exclusion Page S 5. Warranties Page 8 Article d: Contract and Conditions Page 9 1.Contract Effective Date Page 9 2. Contract Expiration Date Page 9 3.Contract Termination Page 9 4. Vendor's Duties Page 10 5.Non-Exclusive Agreement Page 10 6. Elisible Purchasers Page 10 7.Separate Agreements Page 10 8. Products and Services Page 10 9. Products and Services Pricing Page 1 I 10. Discounts Page 1 11. Risk of Loss. Damage,and Shipping Terms Pa-e 12 12. Compliance Page 12 13. Failure to Supply MMCAP Core Products Page 12 14. Purchase Orders and Payment Page 12 15. Vendor Fees Page 14 16.Authorized Representatives Page 15 17.Notices Page 15 18. Indemnification Page 15 19. Liability Limitations Page 15 20.Audits Page 16 21. Government Data Practices Page 16 22. Intellectual Property and Data Page 16 23. Worker's Compensation and Other Insurance Page 18 24. Publicity and Endorsement Page 20 25. Direct Marketing,Advertising,and Offers with Participating Facilities Page 20 26, Governing Law,Jurisdiction and Venue Page 20 27. Antitrust Page 20 28. Data Disclosure Page 20 29. Payment to Sub-Contractors(If Applicable) Page 21 30. Minnesota Statute§ IS 1.59, Discrimination on Account of Race,Creed or Color Prohibited in Contract Page 21 31. Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business Page 21 32.Certification of Nondiscrimination(in Accordance with Minn. Stat. § 16C.053) Page 22 1 Page 495 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. NIMS 18008 33. Contingency Fees Prohibited Page 22 34, Force Majeure Page 23 35. Severability Page 23 36. Escalation Procedures Page 23 37, Required Licenses, Permits and Registration Page 26 38. DEA License/HIN Page 26 39. Assignment,Amendments, Waiver,and Entire Contract Page 26 40. Survival ofTer►ns Page 26 41. E-Verify Certification(In Accordance with Minn.Stat. §I6C.07S) Page 26 Attachment A: Products and Pricing Page 28 Attachment B: Statement of Work and Vendor Performance Requirements Page 29 1. Operational Requirements Page 29 1. Vendor Service Area Page 29 2. Required Vendor Personnel Page 29 3.Customer Service to MMCAP Office Page 29 II.Contract Transition, Implementation and Management Page 33 1. MMCAP Contract"Transition and Implementation Page 33 2. MMCAP Contract Management Page 36 111.Key Contract Performance Metries Page 47 1, Vendor Performance Requirements Page 47 2.Products and Pricing Accessibility Page 47 3. Vendor's Response to Price Inquiries Page 48 4. Reporting Requirements Page 48 Attachment C: MMCAP Member Participation Agreements Page 54 Attachment D: Service Area Page 55 Attachment) : Vendor's Contract Implementation and Transition Plan Page 56 Attachment F: MMCAP Contracted Manufacturers List(1!f Applicable to this Contract) Page 57 Attachment G: Vendor's Shipping Policy Page 58 Attachment H: Vendor's Stock Outage and Backorder Policy Page 59 Attachment I: Vendor's Product Return Policy Page 60 Attachment J: Vendor's Product Recall Procedures/Policies Page 61 Attachment K. Vendor's Business Interruption Plan Page 62 Attachment L: Vendor's Escalation Procedure Page 75 Attachment M: Vendor's Discount Structure Page 76 State of Minnesota--Affirmative Action Certification Information Page 77 State of Minnesota Resident Vendor Form Page 78 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK) 2 Page 496 of 1076 Concordance Healthcare Solutions. LLC MMCAP Contract No. MMS 18008 KEY DEFINJTIONS Throughout this Contract,the following key terms are defined below. Automatic Prnttrtct Stlhstitt{tion-An order fulfillment process whereby Products that are not available at the time of order placement, may be automatically substituted with another equivalent(brand,generic or private label) Product substitute,contingent upon written consent by the ordering MMCAP Member. C'olnmencenrent Date-The date the Vendor is fully operational and ready to accept and ship orders from MMCAP Members as applicable to the service area designated in the Contract. Confirmation Printhack/Orcler Conflr•nration-An electronic confirmation report generated from the Vendor's ordering system, which is sent back electronically to the ordering facility, indicating that the requested Products are available, on Manufacturer Backorder,out of stock, or deleted,etc. Core Products- Products determined by MMCAP that produced the highest volume in sales,and highest quantity shipped during a given one(1)calendar year period. "These Products are identified in Attachment A, Products Pricing, under the Brand Label Core Prodrtcts and Private Label Cafe Products tabs. Drop Shipinent(s) -Products ordered by MMCAP Member through the Vendor,and shipped directly to the MMCAP Participating Facilities, from the Manufacturer. The Manufacturer notifies and bills the Vendor, who then invoices and receives payment from the MMCAP Member. EDI(Electronic Data Interchange) -Inter-process(computer to computer application)coin mLill ication of business information, in a standardized electronic form. Effective Date-The date the Contract is fully executed. Enaerbeney Product Delivery-An off-schedule delivery of tire Products required by the MMCAP Participating Facilities, which may include orders of Product for patient,specific medical treatment,or to ensure the facility has sufficient Product to remain operational until the next-scheduled delivery day. Fiscal Year-Tile State of Minnesota's Fiscal Year period of July I-lune 30 of each calendar year. Manafacturer,Any supplier, of medical Products(including Medical Equipment),who has a contract to supply the Vendor with Products,purchased by MMCAP Members. Manrtfoetttrer Backorder(s) (MBD)-An order placed by the Member or Vendor to a Manufacturer or Supplier,which is not shipped to the Vendor or Member,due to industry wide shortages or other supply issues. hfetlical Equipment-Medical devices that have been cleared by the FDA, that are intended to be used for diagnostic,therapeutic,or monitoring care,provided to a patient by a health care organization_ NOTE l! -Medical equipment includes devices such as monitoring equipment,life support equipment, imaging equipment, laboratory equipment,mechanical equipment,transport equipment,as well as any other equipment supporting the care of a patient,whether or not it is in the immediate vicinity of a patient. In addition,this equipment category includes other devices,such as computers,that support tite care of a patient when in a health care organization, but are generally not specifically manufactured for use in a health care organization. As used in this standard,the term"equipment"refers to medical equipment. 1 Reference:The Associalionforof Medical 3 Page 497 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 NOTE 22-Embedded software is covered by the medical device manufacturer;standalone software is covered by ANSI/AAMI/IEC 50001-1:20 i0,Applicalion afrrsk management for IT networks incoiporaling meclieal devices--Part I: Roles, r•espoiisibilities, and activities. MMCAP ContraeilAgreement-Also referred to as the"Contract". is the agreement including any attachments,addenda and exhibits and is executed by the Vendor and MMCAP, for the distribution and sale of medical Products, Services, Medical Equipment,and select pharmacy Products as agreed to in writing by MMCAP. !MMCAP Contract Pricing-The applicable MMCAP Contract Product Cost agreed upon by the Vendor and MMCAP,and if applicable to this Contract,the Product Price agreed upon by the M.NICAP Contracted Manufacturer and MMCAP. AIYWCAPil;fembers-These are eligible purchasers that are deeined by the MMCAP Office.to have completed,and inet the requirements of the membership application process. MMCAPParticipating Facilify(ies)-Consist of facilities that are MMCAP Members(eligible purchasers), and facilities recognized by the MMCAP Members, as facilities eligible to receive the delivery of Products and Services. MMCAP P!•orlucts-Refers to all Products, covered in Attachment A,Products and Pricing. 'These products cover the entire Product catalog ofthe awarded Vendor, including Services(referred to in Attachment A as Adclitional Value Offerings),and are identified in.4ttachinew A, under the following tabs:the Brand Label Core P!-nclucts tab,the Private Label Core P!•oducls tab,the Ilton-Core Products tab,the Equil-nnent Schedule tab,and the Additional Value Offerings tab. MMCAP Stine Contacts-Purchasing and pharmacy professionals designated by MMCAP Member States, who serve as liaisons between the MMCAP Office and the MMCAP Participating Facilities in each State. A list of MNICAP State Contacts is available at: littn://www,mnrd.admiii.state.inn.us/M1yICAP/background/New Current States.aspx. Ares Ptarchase-All purchases of Products(excluding returns,credits,rebates,late charges and similar fees) made through Vendor by any MMCAP Member, including Products drop shipped from an affiliate of Vendor,in the normal course of business. A'on-Core Proiluets-Refers to Products not specifically covered in the Brand Label Core Products tab,the Private Label Core Products tab,the Equipment Schedule tab,and the Additional Value Of tab. Through the categories listed in the Non-Core Products tab,the awarded Vendor will offer the rest of the Products available in its catalog,which are not featured in the remaining tabs in Attachment A,Products azul Pricing. Vendor,in agreement with MMCAP, may amend the Non-Core Product categories,as new additions or deletions take place,in the Vendor's catalog. Non-Recurring Proclticts-Products ordered less than once a month by MMCAP Members. Order-Means,any purchase order used to order Products or Services under this Contract. An Order amended,consistent with the requirements of any MMCAP Participating Facility,and accepted by the Vendor,shall be governed by the terms and conditions of the original Order,except as amended. ?Reference:The Association for the Adsance+ueirr of Aledical brstrmuenration(AA 19. 3 The listed categories in the Non-Core Prodreas tab,are intended to corer the Vendors most current,Published catalog of Products.nhich are not listed in the refraining cabs. 4 Page 498 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 15008 Order Originator-The MMCAP Member,who places the order with the Vendor. Product(s) - Products offered by the Vendor and awarded by MMCAP. Product BaeAwrder-A Product order that is not fulfilled in the time frame set forth in this Contract,due to Product unavailability, resulting from the Vendor's or the Manufacturer's inability to supply the Product. Product Substitutes-Equivalent(brand,generic or private labef)Products that the ordering NiMCAP ,Member consented to in writing to accept as a substitute for the ordered MMCAP Contract Products. Replacement Noducts- In the event a Product covered under this Contract is removed by the Vendor, or recalled by a Manufacturer,the Vendor must replace the Product with an acceptable Product substitute. In the event the Vendor cannot obtain a suitable Product substitute,then the affected MMCAP Member may purchase the Product from a non-contract source. If the removed Product is Vendor led, meaning,it is not influenced by a Manufacturer(as in a recall), Vendor must agree to reimburse the MMCAP Member for the difference between the MMCAP Contract Product Price, and the non-Contract Product Price. .Services-Any related offering provided by the Vendor related to the Products covered by this Contract, and which can be provided by the Vendor for a fee or at no cost to MMCAP Members. Services may include but are not limited to.,customer service, Product ordering systems,clinical education; Product training,and Product marketing, among others. Services may,or may not, incur cost. Special Products-if applicable to this Contract,includes all MMCAP Contract Products that require special temperatures and environmental conditions, in accordance with Manufacturer requirements for delivery to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers with appropriate packaging,to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. Vendor-NIMCAP's Contracted Distributors or Manufacturers of Products and Services,related to the Products for the MMCAP Membership,pursuant to the terms of this Contract. Vendor Contract Performance Report-A written report prepared by the MMCAP Office,detailing the proficiency of the Vendor. Repeated low ratings in the report might be conducive to penalties,including termination, as well as the inability of the Vendor to respond to future solicitations published by MMCAP. (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 Page 499 of 1076 Concordance Healthcare Solations, LLC MMCAP Contract No. NNIS 18008 STATE OF MINNESOTA DEPARTMENT OF ADMINISTRATION MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY This contract is between the State of Minnesota, acting through Its Commissioner of Administration on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy('UMCAP")and Concordance Healthcare Solutions, LLC("Concordance"), located at 3901 West 34'h St.North,Sioux Calls, South Dakota 57107. Concordance is made tip of the following legacy companies Kreisers, Inc.; Seneca Medical;MMS,A Medical Supply Co.; and Rockwell Medical. ARTICLE 1: RECI'T'ALS I. Under Minn. Stat. § 16C.03, the Commissioner of Administration, on behalf of MtN1CAP, is empowered to engage such assistance as deemed necessary. 2. MINICAP is a group purchasing organization of government owned and/or operated health care facilities which contracts for healthcare Products and Services for its members' use. Participation in MMCAP is limited to facilities within member states that are specifically permitted by the member states statutes to purchase goods from the member state's contracts. Participation is generally available to facilities run by state agencies, counties; cities,townships,and school districts. 3. The Vendor wishes to contract with MMCAP to supply Medical Products and Services to the national MMCAP Participating Facilities. ARTICLE 2: INCORPORA'T'ION 1.The parties agree that the recitals are true and correct,and are hereby incorporated into this Contract. 2. Attachments,Exhibits,and Order of Precedent 2.1.The following attachmentsand Exhibits are attached and incorporated into this Contract. In the event of conflict,the following order of precedence applies. • Attachment=i:Products and Pricing • Attachmeru B. Statement of Mork • Attachrrrent C:ALVICAP tilernber Participation Agreements • Attachment D:Service Area + Attachment E: Vendors Contract Implementation and Transition Plan • Attaclrnrent F:MMCAP Contracted Alan►facturer List • Attachment G: Vendor's Shipping Policy • Attachment H; Vendor's Stock Outage and Backorder Policy • Attachment I: Vendor's Product Return Policy • Attachment J., I'endor's Product Recall Policies/Procedures • Attachment K: Vendor's Business Interruption Platt • Attachment L: Vendor'Escalation Procedure • Attachment M, Vendor's Discount Structure 2.2. Member Participation Agreements (MPAs) In order to access this Contract some members require jurisdiction-specific additional paperwork or contract language. Vendor must not sign any member documents without prior MMCAP review and approval. If needed,MMCAP will issue a Member-requested Participation Agreement(MPA)that will be arnended into to this Contract. No other mechanism of modifying or "attaching to"MMCAP contracts is authorized, The MPA,which will only apply to the requesting Member and must be signed in the following order: Member, Vendor,then MMCAP. Vendor is not required to agree to any additional 6 Page 500 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 15008 terms; however,by not agrecing to the MPA Vendor may be precluded frons doing business with that Member. In the event a Member requires a fee be added to the Contract price(e.g.,member levied procurement fee or system use fee),that fee must be added on top of the MMCAP-contracted pricing. Vendor may not absorb the tee. Vendor must not pay a member levied fee without first collecting the fee through increased Product costs. The fees will be set aside and paid to the member as would be detailed in an MPA. Except as provided in a Member-Requested Participation Agreement(rb1PA)approved by MMCAP and executed by an MMCAP Member, Vendor and MMCAP,all orders placed by ,MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract,and no other terms provided by the MMCAP Member will apply to such orders. For each state requiring state specific language, a further Exhibit shall be attached to Attachment C: j110CAP hfembet-Participation Agreements. 2.2.1. Should any of the terms set forth in any attachment conflict with any terms set forth in the Contract document,the terms of the Contract document shall prevail,except when such conflict arises from the state-specific terms set forth in Attachment C:A01C.AP rFfeinbei-Im eipation Agreements, in which case the order of precedence set forth in Article 2,Secrion 2.2.2, shall apply. 2.2.2. Should any terms in the Contract document or other attachments conflict with the state-specific terms set forth in Attachrnet:t C,the terms set forth in Attachment C shall take precedence over the terms of the Contract document, but only as between the Vendor and the MMCAP Member and/or MMCAP Participating Facility bound by said state-specific terms. No other State shall be bound by the terms set forth in any other State's state specific language set forth in the l xhibit provided by an MMCAP Member State and attached to Attaclmrent C. 2.2.3. MMCAP and the State of Minnesota shall not be bound by non-Minnesota state-specific terms set forth in any Exhibit included in Attachment Cat any time,nor when bringing any enforcement action on behalf of MMCAP or the State of Minnesota. 2.2.4. During the term of this Contract other MMCAP Member States may request the MMCAP Office or the Vendor to amend this Contract to include terms and conditions specific to the requesting MMCAP Member State by attaching an Exhibit toAttachrrrew C specific to that State. If a MMCAP Member State requests an amendment to this Contract to include their state specific requirements,the Vendor must work with the MMCAP Member State and the MMCAP Office to execute an amendment to this Contract in a reasonable period of time. No verbal or written instructions from the MMCAP Member States, MMCAP Participating Facilities,or any of their staff or state officials to change any provision of this Contract will be accepted by the Vendor without the prior written approval of the MMCAP Office. The Vendor will immediately report any such requests to the MMCAP Office. ARTICLE 3: REPRESENTATIONS,WARRANTIES AND CERTIFICATIONS 1. GPO Representation MMCAP represents and warrants that it is a"group purchasing organization" (GPO) as that term is defined under 42 C.F.R. Section 1001.9520) and that it shall comply with all applicable federal and state laws, rules and regulations, including, but not limited to, the provisions set forth in 42 U.S.C. Section 1320,0b and the .,safe harbor regulations"set forth in 42 C.F.R. Section 1001.952. MMCAP is an entity authorized to act as a purchasing agent for a group of entities who are furnishing services for which payment may be made in whole or in part under Medicare or a State health care program, and who are neither wholly-owned by MMCAP nor subsidiaries of a parent corporation that wholly owns MMCAP (either directly or through another wholly- owned entity), and the MMCAP program and this Contract do and will continue to fully comply with the safe 7 Page 501 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 harbor described therein. For the purpose of this clause the State of Minnesota shall not be deemed a parent corporation nor shall any state agency or public entity be deemed a subsidiary. 2. Federal Health Care Program Exclusion Vendor represents that it, its directors,officers and employees(i) are not sanctioned individuals or companies and have not been listed by any federal agency as barred,excluded,or otherwise ineligible for participation in federally funded health care programs as defined in 42 U.S.C. Sec. 1320a-"7b(I)(the"Federal healthcare programs"):(ii)have not been convicted of a criminal offense related to the provision of healthcare items or services, an(iii)are not under investigation or otherwise aware of any circumstances which may result in such Vendor being excluded participation in Federal healthcare programs. Vendor agrees not to contract with any individuals or companies that have been sanctioned,debarred or excluded frorn participation in any federally funded health care programs to fulfill Vendor's obligations under this Contract. In the event of a breach of this provision,this Contract shall immediately terminate, in spite of any notice and cure provisions to the contrary. Vendor agrees to indemnify,hold harmless and defend the State of Minnesota, MMCAP and its Participating Facilities from any claims,demands or damages which the State of Minnesota, MMCAP and its Participating Facilities may stiffer as a result of Vendor's breach of this Section 2. 3.Debarment by State,its Departments, Commissions,Agencies or Political Subdivisions Vendor certifies that neither it nor its principals is presently debarred or suspended by the State,or any of its departments,commissions,agencies, or political subdivisions. Vendor's certification is a material representation upon which this Contract award is based. Vendor shall provide prompt written notice within five (5)business days to the State's authorized representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances. 4. Certification Regarding Debarment,Suspension, ineligibility,and Voluntary Exclusion Federal funding will be used or may potentially be used to pay for all or part of the work under the contract, therefore Vendor certifies that it is in compliance with federal requirements on debarment,suspension, ineligibility and voluntary exclusiorr specified in the solicitation document implementing Executive Order 12519, Vendor's certification is a material representation upon which the Contract award is based. 5. Warranties Vendor has good title which is fine and clear of all encumbrances. No applicable warranties,whether express or implied, are intended to be disclaimed or diminished by the terms of this Contract, with the exception of the following paragraphs. EXCEPT WITI-1 RESPECT TO PRIVATE LABEL PRODUCTS, VENDOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY SHALL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES(IF OTHER THAN VENDOR)FOR ANY WARRANTY THEREON, NO AGENT, EMPLOYEE,OR REPRESENTATIVE OF VENDOR HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION,REPRESENTATION.OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS CONTRACT, VENDOR AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PASS ON,ON A NON- EXCLUSIVE BASIS, FROM ANY MANUFACTURERS OR SUPPLIERS OF PRODUCTS, THE PRODUCT WARRANTIES PROVIDED BY T14E MANUFACTURER OR SUPPLIER TO THE EXTENT SUCH WARRANTIES ARE TRANSFERABLE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY ACKNOWLEDGE THAT AT ALL TIMES VENDOR SHALL BE ABLE TO RELY FOR ITS OWN BENEFIT ON SUCH WARRANTIES AND VENDOR SHALL NOT BE OBLIGATED TO PASS ON SUCH WARRANTIES IF SUCH ACTION SHALL RESULT IN VENDOR BEING UNABLE TO RELY ON THE WARRANTIES FOR ITS OWN BENEFIT. 8 Page 502 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 VENDOR REPRESENTS AND WARRANTS TO CUSTOMER THAT PRIVA'T'E LABEL PRODUC'T'S SHALL BE FREE FROM DEFECT'S 1N MA'T'ERIAL AND WORKMANSHIP FOR A PERIOD OF NINETY(90)CALENDAR DAYS FROM THE DATE OF SHIPMENT. VENDOR'S OBLIGATION UNDER THIS WARRANTY IS LIMI'T'ED TO THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT, A"r VENDOR'S OPTION. THIS WARRANTY WILL NOT APPLY(1)IF MMCAP OR MMCAP PARTICIPATING MEMBER MISUSES THE PRIVATE LABEL PRODUCT,(2)ALTERS OR MODIFIES THF, PRIVATE;LABEL PRODUCT IN ANY WAY,OR(3) RESELLS THE PRIVATE LABEL PRODUCT OR DOES NOT OTHERWISE USE OR ADMINISTER THE PRIVATE LABEL PRODUCT THROUGH ITS EMPLOYEES OR AUTHORIZED AGENTS. NEITHER MMCAP NOR AN MMCAP PARTICIPATING FACILITY SHALL HOLD VENDOR LIABLE FOR ANY DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND. CUSTOMER AND A FACILITY AGREE.TO FILE SOLELY WITH MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES(IF 0-1-HER THAN VENDOR)ANY CLAIM OR LAWSUIT ALLEGING LOSS,INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THC USE, SALE, DISTRIBUTION,OR POSSESSION OF PRODUCTS OR SERVICES. ARTICLE 4: CON'T'RACT TERMS AND CONDITIONS 1. Contract Effective Date April 9,20 1 S, or the date the State obtains all required signatures under Minnesota Statutes Section 16C_05, subdivision 2,whichever is later. The Vendor must not begin work under this contract, nor make its pricing, Products, Services, or any benefit available until this contract is fully executed and the Vendor has been notified by the State's Authorized Representative to begin the work. The Commencement Date will be forty five(45)days after the Contract Effective Date,unless all earlier mutually agreeable Commencement Date is determined. 2. Contract Expiration Date On April 9,2020,the Contract may be extended for tip to three(3)additional one(1)year periods upon execution of a written amendment and acceptance of both parties,for a total term not to exceed five(5) years. 3. Contract Termination 3.1.Termination by MMCAP without Cause Either party may cancel this Contract at any time during the term of the Contract,without cause,upon no less than ninety(90)days' written notice to the other party. Upon termination, Vendor will be entitled to pro rata payment for Services performed in accordance with the terms and conditions of this Contract. 3.2.Termination with Cause Except as set forth in Article 3,Section 2,either party may cancel this Contract at any time,with cause, upon no less than 30 days' written notice to the other party, and shall provide for a 30 day period beginning upon notice for the breaching party to cure all alleged defects. 3.3.Termination for Insufficient Funding MMCAP may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature,or other funding source:or if funding cannot be continued at a level sufficient to allow for the payment of the Services covered here. Termination must be by written or fax notice to the Vendor. MMCAP is not obligated to pay for any Services that are provided after receipt of notice to Vendor from MMCAP and effective date of termination. However,the Vendor will be entitled to payment, determined on a pro rata basis,for services performed to the extent that funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature,or other funding source, not to appropriate funds. The State must provide the Vendor notice of the lack of funding within a reasonable time of the State's receiving that notice. 9 Page 503 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 3.4. Cancellation by Member States Subject to MMCAP termination rights,MMCAP Member States and MMCAP Participating Facilities may cancel their participation in this Contract with the Vendor at any time upon no less than thirty(30) days' written notice to the other panty. Vendor shall be entitled to payment of Products delivered prior to the end of the thirty(30)day notice period. 4. Vendor's Duties The Vendor,who is not a state employee, will provide Products and Services,in accordance kvith the terms and conditions of this Contract,and as set forth in Attachment B.-Statement of fkm-k,as attached and incorporated herein. 5.Non-Exclusive Agreement MMCAP and Vendor acknowledge that this Contract neither creates nor implics the creation of an exclusive agreement between the parties. G. Eligible Purchasers Starting on the Commencement Date,all MMCAP Participating Facilities located in the United States small be eligible to purchase Products offered Linder this Contract. In addition,the Vendor must allow newly added MMCAP Participating Facilities,located in the INIMCAP Participating Facilities List(password protected and published online at www.nuncap.org), as incorporated herein by reference, to access Contract Products and Services at the pricing set forth on Attachment A throughout the term of this Contract. Upon addition to the MMCAP Participating Facilities List. Vendor shall provide new MMCAP Participating Facilities with immediate access to Contract pricing. MMCAP will provide Vendor with monthly e-mail notices announcing that a new MMCAP Participating Facilities List has been posted online, however Vendor is expected to frequently review the posted MMCAP Participating Facilities list and also maintain its own roster of MMCAP Participating Facilities,since the listing is updated daily on the MMCAP website. In the event that an MMCAP Participating Facility ceases to be a MMCAP Participating Facility of MMCAP, Vendor agrees not to allow such entity to purchase the Vendor's Products and Services related to this Contract. Any MMCAP Participating Facility desiring to utilize the contractual options,terms and conditions described in this Contract may,at its option,and without penalty or liability,terminate any existing contract or other arrangement with Vendor for the sole purpose of participating in the group purchasing arrangement set forth in this Contract. MMCAP reserves the right to add and delete MMCAP Participating Facilities during the term of this Contract. Notwithstanding the foregoing, Vendor shall rely on the MMCAP Membership Listing electronic file available online at www.mrncap.org,which will be sent to Vendor,as such list is updated daily during the terra of this Contract. To the extent that Vendor's breach of this section is based upon incorrect information provided by MMCAP in the MMCAP Participating Facilities List,such breach shall be excused. 7. Separate Agreements During the term of this Contract,Vendor will not solicit any MMCAP Participating Facilities or Prospective MMCAP Participating facilities to enter into or negotiate a separate contract or agreement for the same or substantially equivalent Products offered in this Contract or any amendment,modification,or supplement to this Contract without MMCAP's prior written consent. S.Products and Services The Vendor shall provide Products and Services to MMCAP Participating Facilities listed on Artachment A. In addition,Vendor must at least offer Products under this Contract that are the sarne or substantially equivalent to the Products that are set forth on Attachmew A. Both influenza vaccine distribution and prescription pharmaceutical distribution(including vaccines)are independent, separate service offerings. Unless Vendor is also awarded one or both of these other service offerings through separate contract award processes, it is required that reasonable efforts will be made by 10 Page 504 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS18008 Vendor, to not solicit,distribute,or market prescription pharniaceuticals(including vaccines)and influenza vaccines, to MMCAP Participating Facilities under this contract. It is also required that Vendor will male reasonable efforts to direct MMCAP Participating Facilities to MMCAP,for guidance on these service offerings. All Products acquired by MMCAP under this Contract,are to be purchased for medical use only,and all uses shall be in accordance with such Products Manufacturer's intended use as set forth on the Product's labeling. All Products provided by Vendor under this Contract must comply with all applicable federal.state,and local laws, ordinances,rules and regulations. including registration requirements of the Office of the applicable Secretary of State. Vendor will not receive payment for Products/Services found by MMCAP oi'MMCAP Members to be unsatisfactory, and returned to Vendor pursuant to Vendor's return goods policy or performed in violation of federal, state or local law. 9. Products and Services Pricing 9.1, Competitive Pricing During the term of this Contract, Vendor will perform quarterly pricing reviews of MMCAP Participating Facilities' purchases and competitive pricing data supplied by MMCAP to Vendor. Subject to Vendor's confidentiality obligations with other GPOs, the pricing reviews will compare the MMCAP Contract Products and Services pricing to other GPOs or government-owned buying croups whose members are a similar class of trade and sire to MMCAP's Participating Facilities. Upon mutual consent between MMCAP and Vendor,such consent is not to be unreasonably withheld by Vendor,that the pricing is not competitive, Vendor shall provide written notice to MMCAP within ten(10)business days following any adjustments, lowering prices and/or increasing any discounts applicable to the purchase of the MMCAP Contract Products and Services by MMCAP Participating Facilities. 9.2.Vendor's Published Catalog Price Vendor shall provide a percentage discount for each of Vendor's Contracted Suppliers'categories of Medical Products not listed on Attachment A. The list of the Vendor's Contracted Suppliers' categories of Medical Products must include the percentage discount from the Vendor's Published catalog price of the Product within a specific category, and be submitted on the Nord-Gore Products tab ofAttachrrrerri A. The specific discount shall apply to each of the Vendor's Contracted Suppliers' categories of medical Products listed. 9.3.Pricing and Percentage Discounts All Product prices and percentage discounts listed on Attachmeni A,will be considered to be ceiling prices during,the term of this Contract,and lite ceiling prices and/or percentage discounts set forth on Attachment A,may not be changed unless approved in writing by MMCAP,as set forth in Section 39.2. The pricing and percentage discounts listed on Attachment A, must be made available to all MMCAP Participating Facilities regardless of the size or location of the MMCAP Participating Facilities. 9.4. No Additional Pees Unless otherwise stated in this Contract no fee,percentaDe,or other cost may be added to the Products purchased under this Contract unless the fee, percentage,or cost is defined,and a formal amendment to the Contract is executed by both parties reflecting the agreed upon fee,percentage,or cost. 10.Discounts If applicable to this Contract,the parties understand that the pricing for Products provided as part of this Contract may be considered a"discount"within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A)of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. §1001.952(h). In accordance with 42 C.F.R. §I001.952(h), Vendor will comply with any applicable obligations of Vendor as"Seller"or "Offeror"of a discount,as applicable. If selling directly to an MMCAP Participating Facility,Vendor will li Page 505 of 1076 Concordance Healthcare Solt€tions. LII MMCAP Contract No. MMS 18008 fully and accurately report any discount on invoices,statements or reports submitted to MMCAP Participating Facilities. The parties will refrain from doing anything,which would impede MMCAP Participating Facilities from meeting its obligations under the discount safe harbor regulations. In accordance with 42 C.F.R. §1001.952(h)MMCAP's Participating Facilities(as `'Purchasers")shall disclose the discounts, or value of the Products under the state or federal program which provides cost or charge based reimbursement for the Products covered by this Contract, the net cost actually paid by the MMCAP Participating Facility. In the event a party determines that this discount program may not comply with such statutes, the parties agree to work together to establish a discount strt€ctUre that meets the requirements of the discount safe harbor regulations set forth in 42 C.F.R. §1001.952(h), 11. Rist:of Loss,Damage,and Shipping Terms Shipments under this contract shall be FOB Destination,freight prepaid and allowed,to the MMCAP Participating Facility's receiving dock or if applicable, its pharmacy. un[css otherwise agreed to by Vendor and Participating Facility. Title to and risk of loss of the Products covered by this Contract transfers to the MMCAP Participating Facility upon delivery to the MMCAP Participating Facility, as set forth above. During the tern of this Contract Vendor shall not add ally fuel surcharges to the purchase of any Products covered by this Contract. Notwithstanding the foregoing,emergency orders, rush orders.orders for Products not regularly stocked by Vendor's local servicing Distribution Center, Products dropped shipped from Vendor's Contracted Supplier,and orders not regularly scheduled are subject to an added shipping and handling charge determined by Vendor and disclosed to a MMCAP Participating Facility upon request. Vendor shall have the right to ship the Products at all times via its own vehicle or a carrier selected by Vendor 12. Compliance Vendor shall be in accordance and comply with all applicable federal,state, and local laws,rules and regulations as applicable to each MMCAP Member State, in the performance of this Contract. 13. Failure to Supply MMCAP Core Products Unless the result of a Manufacturer Backorder, if Vendor fails to maintain sufficient inventory ofCore Products set forth on Auachinent f1,to meet the anticipated needs of MMCAP Participating Facilities for Core Products,the ordering MMCAP Participating Facility may purchase an alternate equivalent Product on the open market for the period of time in which the Vendor is unable to provide the Core Product. As set forth in Allac•hment B:Statement ol'Work,the Vendor will be liable for any excess cost over the MMCAP Contracted Product price and the alternate price of the Product supplied by the alternate Vendor for a period of ninety(90)days after notification of a failure to supply, or until file Core Product becomes available, whichever is earlier. 14. Purchase Orders and Payment 14.1. No [Winimum Purchase Order Requirement There shall be no rninirnunt order requirements or charges, regardless of order size or payment amount. 14.2. Eligible Purchase Orders As a condition for purchasing under this Contract,orders Trust only be accepted if made by authorized individuals frorn MMCAP Participating Facilities who are Eligible Purchasers under this Contact as stated in this section and defined in the Key Definitions of this Contract. MMCAP Participating Facilities may use their own f01111s fo€•Purchase Orders. To the extent that the terms of any form differ from the terms of this Contract,the terms of this Contract supersede. Notwithstanding any terns on an MMCAP Member's Purchase Order form or other form provided by an MMCAP Member,any orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terns and conditions of this Contract only,and no other terms and conditions provided by the Member shall apply to such orders. 12 Page 506 of 1076 Concordance Healthcare SOILItions, LLC MMCAP Contract No.NIMS 18008 The Contract number and the purchase order number must appear on all documents(e.g., invoices, packing slips,etc.). The terns of this Contract shall apply to each Purchase Order issued by authorized individuals from MMCAP Participating Facilities whether such Purchase Order is corMmunicated by the Purchase Order form, EDI, internet e-commerce, facsimile,orally,or any other method,or whether reference is made to this Contract. 14.3. Verification of Authorized Purchasers Upon request by MMCAP, Vendor must verify that it provides Products and Services pursuant to this Contract only to MMCAP Participating Facilities. Only lvlfvlCAP Participating Facilities may purchase Products and Services under the terms of this Contract. Vendor shall rely on the NIMCAP menrbership listing electronic file, which MMCAP will notify to the Vendor on a monthly basis,as such list is updated daily,during the term of this Contract. Additionally,the membership listing is updated daily ori the MMCAP website, in order for Vendor to access its latest and mast updated version. if such listing is incorrect, Vendor shall not be deemed in breach of this Section. 14.4. Funds Available and Authorized/Non-A,ppropriat ion Vendor will not be compensated for Products delivered under a Purchase Order by any entity Other than the MMCAP Participating Facility that issued the Purchase Order. By submitting a Purchase Order the MMCAP Participating Facility represents it has sufficient fiords currently available and authorized for expenditure to finance the costs of the Purchase Order. 14.5.Termination of ludividual Purchase Orders MMCAP Participating Facilities may terminate individual Purchase Orders(other than purchase orders for special orders and emergency preparedness), in whole or in pact,immediately upon notice to Vendor, or at such later date as the MMCAP Participating Facility may establish in such nOtiee,upon the occurrence of any of the following events: • The MMCAP Participating Facility fails to receive funding,or appropriations, limitations or other expenditure authority at levels sufficient to pay for the goods to be purchased under the Purchase Order; • Federal or State laws, regulations or guidelines are modified or interpreted in such a way that either the purchase of goods under the Purchase Order is prohibited or the MMCAP Participating Facility is prohibited from paying for such goods from the planned funding source; ar • Vendor commits any inateriai breach of this Contract or a Purchase Order. Upon receipt of written notice of termination, Vendor shall stop performance under the Purchase Order as directed by the]VINICAP Participating Facility. Termination Of a Purchase Order does not extinguish or prejudice the MMCAP Participating Facility's right to enforce the Purchase Order with respect to Vendor's breach of any warranty or any defect in or default of Vendor's performance that has not been cured, including any right of the MMCAP Participating Facility to indemnification by Vendor or enforcement of a warranty. if a Purchase Order is terminated,the]MMCAP Participating Facility must pay Vendor in accordance with the terms of this Contract for goods delivered and accepted by the MMCAP Participating Facility. 14.6. Purchase Order Default All Products furnished will be subject to inspection and acceptance by the MMCAP Participating Facility after delivery, in accordance with Vendor's Product Return Policy as set forth in Atlachmenl I. No Product substitutions,shipments of non-conforming goods or Products,or cancellations are permitted without prior written approval of the MMCAP Participating Facility. 14.7.Payment of Purchase Orders Each MNICAP Parlieipating Facility will be responsible for payment of Products provided by Vendor. MMCAP will not be liable for an unpaid invoice of any MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP Participating Facility for all Products shipped. Vendor 13 Page 507 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18003 will accept payment of purchase orders via Electronic Funds Transfer(EFT),credit cards authorized by the ordering MMCAP Participating Facility and any other traditional means of payment. 14.8. Federal Funds Payments to the Vendor for Products ordered by MiIMCAP Participating Facilities under this Contract may be rnade from federal funds.The Vendor must agree to accept as payment in full for the Products, the amount as determined by the federal agency or federal program administering the payments. Vendor shall comply with all applicable federal requirements imposed on these funds as may be identified by the ordering MMCAP Participating Facility, 14.9. Conditions of Payment All Services provided by the Vendor under this Contract must be performed to MMCAP's satisfaction (directed by the MMCAP Participating Facility or MMCAP Member),as determined at the reasonable discretion of MMCAP's Authorized Representative,and in accordance with all applicable federal,state, and local laws,ordinances, ru€es,and regulations. Unless otherwise set forth in this Contract all Products provided under the terms of this Contract are subject to inspection and acceptance by the MMCAP Participating Facility in accordance with the Vendor's Return Product Policy as set forth in Attachment L 1-5.Vendor Fees 15.1.Administrative Fee In consideration for the administrative support and other services provided by MMCAP in connection to this Contract,the Vendor agrees to pay an Administrative Fee of three percent(3%)on all MMCAP Participating Facilities' Net Purchases of Products and Services made directly with the Vendor-by the MMCAP Participating Facilities. The payment of tine Administrative Fees is intended to be in compliance with the Medicare and Medicaid Patient Protection Act of 1957 (Anti-Kickback Statute),as set forth at 42 USC§ 1320a-7b(b)(3)(C),and the"safe harbor regulation"set forth in 42 C.F. R. §1001.9520) The Vendor will submit a check payable to"State of Minnesota, MMCAP Program"for an amount equal to three percent(3%)for all MMCAP Participating Facilities' Net Purchases covered ruder this Contract. Vendor must provide Administrative Fee data, including 311101.1111 to be paid,to MMCAP within ten(10)calendar days after the end of each month. The Administrative Fee must be paid as soon as is reasonable after the end of each month, but no later than thirty(30)calendar days after the end of the month. Vendor shall not be required to pay administrative fees on excise tax amounts or returns or other shipments for which Vendor did not collect the purchase price. Vendor will not pay an Administrative Fee on the same purchase to more than one GPO, nor will Vendor split an Administrative Fee on any item between such groups. The parties shall comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(A)and the"Safe Harbor" regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001.952(h)and GPOs set forth at 42 C.F.R. §1001.9520). In this regard,the patties acknowledge that Vendor will satisfy any and all requireinents imposed on sellers by these safe harbors; and MMCAP and each MMCAP Participating Facility will satisfy any and all requirements imposed on buyers and GPOs., respectively 15.1.1. Limitations e Vendor will not pay an Administrative Fee on the same purchase to more than one(1)GPO, nor will Vendor split an Administrative Fee on any item between such groups. • Vendor shall have ten(10)business days from the date of notice by MMCAP that the MMCAP Participating Facility is an Eligible Purchaser under this Contract to qualify said ne%v facility's status and eligibility for inclusion of the purchases by said Facility in the calculation of the Administrative Fee. Vendor will not pay an Administrative Fee on purchases of Products ordered, but not yet delivered,on or prior-to the date the Facility joins MMCAP. 14 Page 508 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MPAS 18008 16. Authorized Representatives MMCAP's Authorized Representative is Alan Dahlgren, MMCAP Managing Director,or his/iter successor, and has the responsibility to monitor the Vendor's performance. The Vendor's Authorized Representative is Ron Roehl, EVP Sales,or her successor. If the Vendor's Authorized Representative changes at any time during this Contract,the Vendor must promptly notify MMCAP in writing via e-mail addressed to Emilio Graulau,MMCAP's healthcare Products and Services Coordinator, at: Einilio_Graulatia(.state.3iln.tss or their designee, who will assumc that responsibility for Vendor. 17. Notices Notices under this Contract shall be in writing,effective upon receipt and shall be sent by any of the following methods(i) facsimile or e-mail with return facsimile or e-mail acknowledging receipt; (ii)United States Postal Service certified or registered mail with return receipt showing receipt;(iii) courier delivery service with proof of delivery; or(iv) personal delivery. Either party to this Contract may change the names and addresses for receipt. To NIMCAP: ALWCAP Healthcare Procluc•ts &Services Progi•am Coordinator 50 Sherburne Avenue, Suite 112 St. Paul,MN 55155 Email: MMCAPContracts@Dstate.mn.Lis Fax: 651.297.3996 To the Vendor: Concordance Healthcare Solutions Ron Roehl, EVP Sales 3901 West 3401 St. North, Sioux Falls, South Dakota 57105 Email: rroeltl CUconcol'clancehs.conl Fax: 605-336-1157 18. Indemnification In the performance of this contract by Vendor,or Vendor's agents or employees,the Vendor must indemnify, save,and hold harmless the State, MMCAP, MMCAP Participating Facilities and MMCAP Member States, their agents,and employees("Customer Indemnified Parties"), from any claims or causes of action brought by third parties, including attorney's fees incurred,to the extent caused by Vendor's omissions,and negligent, intentional, or willful misconduct of Vendor in the performance of this Contract. On a comparative negligence basis; the indemnification obligations of this section do not apply in the event the claim or cause of action is the result of a Customer Indemnified Party's sole negligence,intentional,or willful misconduct. This clause will not be construed to bar any legal remedies the Vendor may have for the State's failure to fulfill its obligation under this Contract. Pursuant to the Minnesota Constitution Article X1 Section 1,MMCAP cannot indemnify the Vendor. 19. Liability Limitations IN NO EVENT SHALL,EITHER PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL._ CON-SEQUENTIAL(INCLUDING LOST PROFITS), PUNITIVE,INCIDENTAL OR INDIRECT DAMAGES INCURRED BY THE OTHER PARTY,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES, ANY COSTS AND EXPENSES INCURRED BY A PARTY TO MITIGATE OR LESSEN ANY DAMAGES OR HARM CAUSED BY A PARTY'S NEGLIGENCE OR ANY FAILURE OF A PARTY TO COMPLY WITH THE WARRANTIES(OTHER THAN THE GPO )5 Page 509 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No, N1MS18008 REPRESENTATION IN ARTICLE 3, SECTION l)REFERENCED IN THIS CONTRACT SIAA[,1., BE CONSIDERED DIRECT DAMAGES. 19.1,Warranty Vendor makes no representation or warranty of any kind,express or implied,as to the merchantability or any Products or their fitness for a particular use or purpose. MMCAP and each NIMCAP participating facility shall look to the Manufacturer of Products and the provider of Services(if other than Vendor)for any warranty thereon. No agent,employee,or representative of vendor has any authority to make any affirmation, representation,or warranty concerning Products not set forth in this contract. Vendor agrees to use commercially reasonable efforts to pass on,on a non-exclusive basis, from any Manufacturers or suppliers of Products,the Product warranties provided by the Manufacturer or supplier to the extent such warranties are transferable. MMCAP and each MMCAP participating facility acknowledge that all times Vendor shall be able to rely for its own benefit on such warranties and vendor shall not be obligated to pass on such warranties if such action shall result in Vendor being unable to rely on the warranties for its own benefit. With the exception of Private Label Products, neither MMCAP nor any NIMCAP participating facility shall hold vendor liable for any defect in Products or Services,regardless of kind. MMCAP and MMCAP participating facilities agree to Fite solely with Manufacturer of the Products or provider of the Services(if other than vendor)any claim or lawsuit alleging loss, injury,damage or death arising out of or caused by the use,sale,distribution, or possession of Products or Services. 20. Audits Under Minn. Stat. § 16C.OS,subd. S,the Vendor's books,records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State,MMCAP,and/or the State Auditor or Legislative Auditor.as appropriate, for a minimum of six(6)years from the end of this contract. MMCAP and any MMCAP Participating Facility served by the Vendor shall have the right to audit Vendor to determine the validity of invoice pricing. Audits may be conducted by representatives of MMCAP in collaboration with other state and federal authorities. Such audits may be conducted only during ordinary business hours and upon reasonable prior notice to Vendor. The Vendor and MMCAP and/or the MMCAP Participating Facility shall each be responsible for its own costs associated with any audit, including reasonable costs related to the production of records and/or other documents requested by the other party. 21. Government Data Practices The Vendor and MMCAP must comply with the Minnesota Government Data Practices Act,Minn.Stat.Ch. 13 as it applies to all data provided by MMCAP under this contract.and as it applies to all data created, collected,received,stored, used, maintained,or disseminated by the Vendor under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat.Ch. 13, by either the Vendor or MMCAP. If the Vendor receives a request to release the data referred to in this clause,the Vendor must immediately notify MMCAP. MMCAP will give the Vendor instructions concerning the release of the data to the requesting party before the data is released. Vendor agrees to indemnify,save, and hold the State of Minnesota, its agent and employees,harmless from all claims arising out of,resulting from,or in any manner attributable to any violation by Vendor of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision of the Contract. 22. Intellectual Property and Data MMCAP owns all rights,title,and interest in MMCAP customer data,sales transaction data, DEA/HIN information(subject to third-party rights), contract pricing, EDI transaction data,reverse distribution data, and payment data, including copyrights and trade secrets contained therein. MMCAP grants to Vendor a revocable, nontransferable,fully paid license, for the term of this Contract,to(i) release state specific data to 16 Page 510 of 1076 Concordance l-iealtheare Solutions. LLC MMCAP Contract No. MMS 18008 an MMCAP Member's State Contact, MMCAP Participating Facilities;(ii)release any of the above data to Product Manufacturers, when necessary for the performance of this Contract or as required by Vendor's agreements with such Product Manufacturers; (iii)to release any of the above data to other MMCAP- approved third parties, when necessary for the performance of this Contract;(iv)provide MMCAP Participating Facility purchase data to third-party aggregators,subject to Vendor's reasonable efforts to require such data aggregators to protect any identifiable data from discovery-by another third party and subJect to written approval by MMCAP;(v) provide MMCAP Participating Facility purchase data to other GPOs of which the MMCAP Participating 1"acility is also a member, provided such data will not include MMCAP-identifiable data;and (vi) use any of the above data for its internal purposes. Any MMCAP identifiable data provided hereeinder to a third party must identify the data as MMCAP data and subject to Minn. Stat, Ch. 13. Vendor hereby agrees tliat in the event that an MMCAP Member or MMCAP Participating Facility requests in writing that its purchase data be kept confidential,such data will not be provided to third party aggregators. Vendor owns all rights, title,and interest to any aggregated data identifiable as not arising from this Contract and any other intellectual property created for or presented to MMCAP. Vendor grants to MMCAP an unlimited, non-revocable,non-transferable; fully paid license, for the term of this Contract, to use all intellectual property created for or presented to MMCAP under this Contract. 22.1.Pre-Existing Intellectual Property Subject to the license rights set forth above,MMCAP and Vendor shall each retain ownership of,and all right and, title and interest in and to,their respective pre-existing intellectual property. Vendor grants to State an unlimited, royalty-free,paid up,perpetual,non-exclusive, irrevocable, non-transferable license to use and modify any pee-existing Vendor intellectual property, including marketing materials and materials contained in solicitation responses provided by Vendor to MMCAP, an MMCAP Member,or MMCAP Participating Facility. The aforementioned license is solely for use by MMCAP,an MMCAP Member,or MMCAP Participating Facility,and its agents related to an internal business purposes. 22.2. Private Label Products Indemnification Vendor will defend, indemnify and hold the Customer Indemnified Parties harmless from any action or other proceeding brought against a Customer Indemnified Party by a third party to the extent that it is based on a claim that the use of the private Label Products delivered tinder this Contract infringes any U.S. copyright,patent or trademark. Vendor wiII pay costs and damages finally awarded against a Customer Indeannified Party as a result thereof; provided,that a Customer Indemnified Party(i)notifies Vendor of the claim within ten(10)business days,(ii) provides Vendor with all reasonably requested cooperation, information and assistance;and(iii)gives Vendor sole authority to defend and settle the claim subject to applicable state law. (i)Exclusions Vendor will have no obligations under this Section 23.2 with respect to claims arising from:(1) modifications to Private Label Products that were not performed by Vendor;(2)misuse of the Private Label Products;(3)compliance with specifications provided by a Customer Indemnified Party; or(4)the use or integration of Private Label Products delivered under this Customer in combination with other Products or other technologies not provided by Vendor,if the claim would not have arisen but for the particular combination. THE FOREGOING ARE VENDOR'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER INDEMNIFIED PARTIES' SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO OR ARISING OUT OF THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO PRIVATE LABEL PRODUCTS. (ii) Injunctions If a Customer Indemnified Party's use of any Private Label Products delivered tinder this Contract is, or in Vendor's opinion is likely to be,enjoined due to a claim of infringement or misappropriation as specified in Section 23.2 above then Vendor may,at its sole option and expense;(1)obtain for a Customer Indemnified Party the right to continue using such Private Label Products under this Contract,(2)replace or modify such Private Label Products to avoid such a claim,provided that the 17 Page 511 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 replaced or modified Private Label Products is substantially equivalent in function to the affected Private Label Products;or(3) if options(1)and(2)above are not practical in Vendor's reasonable opinion,then Vendor may take possession of tine affected Private Label Products and terminate a Customer Indemnified Party's rights and Vendor's obligations Linder this Contract in respect of such Private Label Products; and upon any such termination Vendor will refund to a Customer Indemnified Party the purchase price of the affected Private Label Product net any discounts,rebates or other adjustments. 23. Workers' Compensation incl Other Insurance Vendor certifies that it is in compliance with all insurance requirements specified in the solicitation document relevant to this contract. Vendor shall not commence wort:under the contract until they have obtained all the insurance specified in the solicitation document. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Further,the Vendor certifies that it is in compliance with Minn. Stat. § 176.181,subd. 2, pertaining to workers' compensation insurance coverage. The Vendor's employees and agents will not be considered State employees. .Any claims that may arise under the Minnesota Workers' Compensation Act oil behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way MMCAP's obligation or responsibility. Vendor shall not commence work under the contract until they have obtained all the insurance described below and MMCAP has approved such insurance. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Vendor is required to maintain and furnish satisfactory evidence of the following insurance policies: 23.1.Workers' Compensation Insurance Except as provided below, Vendor must provide Workers' Compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota, including Coverage I3, Employer's Liability. Insurance mininunn limits are as follows: $500,000--Bodily hujuiy by Disease per employee $500,000—Bodily Injury by Disease aggregate $500,000—Bodily Injury by Accident If Minnesota Statute 176.041 exempts Vendor from Workers' Compensation insurance or if tine Vendor has no employees in the State of Minnesota,Vendor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Vendor from the Minnesota Workers' Compensation requirements. If during the course of the contract the Vendor becomes eligible for Workers' Compensation,the Vendor must comply with the Workers' Compensation Insurance requirements herein and provide NIMCAP with a certificate of insurance. 23.2. Commercial General Liability Insurance Vendor will maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease,death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Vendor or by a subcontractor or by anyone directly or indirectly employed by the Vendor under the Contract. Insurance minimum limits are as follows: • $2,000,000—per occurrence • $2,000,000—annual aggregate • $2,000,000—annual aggregate—Products/Completed Operations 18 Page 512 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 23.3. Commercial Automobile Liability Insurance Auto Liability insurance is not necessary unless the Vendor, Vendor's employees,or subcontractors will be driving on state property or on the property of MMCAP Members or MMCAP Participating Facilities OU will be using, owned,hired,or non-owned vehicles to Conduct business on behalf of MMCAP, Vendor will maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership,operation,maintenance or use of all owned, hired,and non-owned autos which may arise from operations Holder this Contract, and in case any wort; is subcontracted the Vendor will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows: $2,000,000—per occurrence Combined Single limit for Bodily Injury and Property Damage In addition,the following coverages should be included: a Owned, Hired,and Non-owned Automobile The following coverages must be included: a Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury ® Blanket Contractual liability o Products and Completed Operations Liability e MMCAP named as an Additional Insured o The liability coverages include all product classes including both adult and pediatric nutritionals. 23.4.Professional/Technical,Errors and Omissions,and/or Miscellaneous Liability Insurance This policy will provide coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act,error,or omission related to Vendor's professional services required udder the contract. Vendor is required to carry the following minimum limits: $2,000,000—per claim or event $2,000,000—annual aggregate Any deductible will be the sole responsibility of the Vendor. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Vendor shall maintain such insurance for a period of at least three (3)years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Vendor to fulfill this requirement. 23.5.Additional Insurance Conditions d Vendor's General Liability and Automobile Liability policy(ies)shall be primary insurance to any other valid and collectible insurance available to MMCAP with respect to any claim arising out of Vendor's performance under this Contract,except to the extent such liability is caused by MMCAP; o Vendor shall provide thirty(30)days' advanced written notice to MMCAP in the event of policy cancellation; o Vendor is responsible for payment of Contract related insurance premiums and deductibles; a If Vendor is self-insured,a Certificate of Self-Insurance must be attached; 19 Page 513 of 1076 Concordance Healthcare Solutions. LLC MMCAP Contract No. MMS 18008 • Vendor's policy(ics)shall include legal defense fees; • Vendor shall obtain insurance policy(ies)from insurance company(ics)having an"AM BEST" rating of A-(minus); Financial Size Category (FSC) VII or better,and authorized to do business in the State of Minnesota(except if sell=insured or via captive insurance); and • An Umbrella or Excess Liability insurance policy may be used to supplement the Vendor's policy limits to satisfy the full policy limits required by the Contract. • Concordance provides an trinbr'ella coverage of S14,000,000. 23.6. MMCAP reserves the right to terminate the Contract in accordance with Article 4.Section 3.2; if the Vendor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Vendor. All insurance policies must be open to inspection by MIviCAP,and copies of policies must be submitted to MMCAP's authorized representative upon written request. 23.7.The Vendor is required to submit Certificates of Insurance acceptable to MMCAP as evidence of insurance coverage requirements prior to commencing;work under the contract. 24. Publicity and Endorsement 24.1.Publicity Any publicity by Vendor regarding the content of this Contract must identify MMCAP as the sponsoring agency and must not be released without prior written approval from MMCAP's Authorized Representative. Any publicity by MMCAP regarding the subject matter of this Contract must not be released without the prior written notice of Vendor's Authorized Representative,except that either party may publicize non-trade secret or public information in the normal course of business in order to promote its services. For purposes of this provision, publicity includes notices,informational pamphlets, press releases, research,reports,.signs,and similar public notices prepared by or for the Vendor individually or jointly with others,or any subcontractors,with respect to the program, publications, or services provided resulting from this Contract. 24.2. Endorsement The Vendor must not claim that MMCAP endorses its Products or Services,nor may MMCAP claim that Vendor endorses its Products or Services. 25. Direct Marketing,Advertising,and Offers with Participating Facilities Any direct advertising, marketing, or direct offers the Vendor intends to distribute in any form to MMCAP Participating Facilities for Contract Products must be approved in writing by the MMCAP Office, 26.Governing Law,Jurisdiction and Venue Minnesota law,withaut regard to its choice-of-law provisions,governs this contract. Venue for all legal proceedings out of this contract,or its breach,must be in the appropriate state or federal Conrl with competent jurisdiction in Rarnsey County,Minnesota. Except to the extent that the provisions of this Contract are clearly inconsistent therewith,this Contract will be governed by the Uniform Commercial Code (UCC)as adopted by the State of Minnesota. To the extent this Contract entails delivery or performance of services, such services will be deemed "goods"within the meaning of the UCC except when to do so is unreasonable. 27. Antitrust The Vendor hereby assigns to the State of Minnesota any and all claims for overcharges as to Products provided in connection with this Contract resulting from antitrust violations that arise under the antitrust laws of the United States and the antitrust laws of the State of Minnesota. 28, Data Disclosure Under Minnesota Statute §270C.65, Subdivision 3 and other applicable law,the Vendor consents to disclosure of its social security number,federal employer tax identification number,and/or Minnesota tax 20 Page 514 of 1076 Concordance Healthcare Solutions, LLC; MMCAP Contract No. MMS 18008 identification number,already provided to the State,to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Vendor to file state tali returns, pay delinquent state tax liabilities, if any, or pay other state liabilities. 29. Payment to Sub-Contractors(If Applicable) As required by Minnesota Statute § 16A.1245,the prime Vendor must pay all subcontractors, less ally retainage, within 10 calendar days of the prime Vendor's receipt of payment From the State for undisputed services provided by the subcontractor(s)and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractors) on any undisputed amount not paid on time to the subcontractor(s). 30. ]Minnesota Statute § 181.59 The Vendor will comply with the provisions of Minnesota Statute § 151.59 which requires: Every contract for or on behalf of the state of Minnesota, or any county,city;town, township,school, school district,or any other district in the state, for materials,supplies,or construction shall contain provisions by which the Vendor agrees: (1)That, in the hiring of common or skilled labor for the performance of any work under any contract,or any subcontract, no Vendor.material supplier, or Vendor,shall,by reason of race,creed,or color,discriminate against the person or persons who are citizens of the united States or resident aliens who are qualified and available to perform the work to which the employment relates;(2)That no Vendor,material supplier,or Vendor,shall,in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause(1)of this section,or on being hired,prevent,or conspire to prevent,the person or persons frons the performance of work under any contract on account of race,creed..or color;(3)That a violation of this section is a misdemeanor;and(4)That this contract may be canceled or terminated by the state, county, city,town,school board,or any other person authorized to grant the contracts for employment, and all money due;or to become due under the contract,may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 31.Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business MMCAP intends to carry out its responsibility for requiring affirmative action by its Vendors. 31.1.Covered Contracts and Vendors 1f the Contract exceeds$100,000 and the Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business,then the Vendor must comply with the requirements of Minn.Stat.§363A.36 and Minn.R. Parts 5000,3400-5000.3600. A Vendor covered by Minn. Stat. § 363A.36 because it employed nhorc than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements. 31.2. Minn. Stat. §363A.36 Minn. Stat. § 363A.36 requires the Vendor to have an affirmative action plan for the employment of minority persons,women,and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided, 31.3.Minn.R. 5000.3400-5000.3600 a. General Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents,approval,and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Vendor's compliance status; procedures for addressing deficiencies, sanctions,and notice and hearing; annual compliance reports; 21 Page 515 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. NEMS 1$008 procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of IMinn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000,3500 and 5000.3552-5000,3559. b.Disabled Workers The Vendor must comply with the following affirmative action requirements for disabled workers. 1. The Vendor must riot discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following:employment, upgrading, demotion or transfer-, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation,and selection for training, including apprenticeship. 2. The Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Humin Rights Act. 3. In the event of the Vendor's noncompliance with the requircntents of this clause, actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human bights Act. a. The Vendor agrees to post in conspicuous places.. available to employees and applicants for employment,notices in a form to be prescribed by the conmtissioner of the Minnesota Department Of Human Rights. Such notices must state the Vendor's obligation under the law to tape affirmative action to employ and advance in employment qualified disabled employees and applicants for employment,and the rights of applicants and employees. 5. The Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the vendor is bound by the terms of Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. a.Consequences The consequences for the Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this contract by the Commissioner or MMCAP. b. Certification The Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. 363A.36 and Minn, R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 32.Certification of Nondiscrimination (In Accordance with Minn. Stat. § 16C.053) The following term applies to any contract for which the value, including all amendments, is$50,000 or more: Vendor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel,when making decisions related to the operation of the Vendor's business. For purposes of this section, "discrimination" includes but is riot limited to engaging in refusals to deal; terminating business activities, or other actions that are intended to limit commercial relations with Israel,or persons or entities doing business in Israel,when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is riot based on a valid business reason. 33. Contingency Fees Prohibited Pursuant to Minnesota Statutes Section 10A.06, no person may act as or employ a lobbyist for compensation that is dependent t€pan the result or outcome of any legislation or administrative action. 22 Page 516 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 34. Force Majeure Neither party hereto will be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God,war,riot,fire,or raw material or transportation shortages that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable. Except for provisions of this Contract relating to protection of Trade Secrets and the obligation of payment, neither party will be liable for non-performance caused by circumstances beyond their reasonable control, including, but not limited to (i) Acts of God, explosion, flood, lightning, tempest, fire or accident; (ii) war, hostilities (whether war is declared or not), invasion, acts of foreign enemies; (iii) rebellion, revolution, insurrection,military or usurped power or civil"var;(iv)riot,civil commotion or disorder;(v)acts,restrictions, regulations, refusals to grant any licenses or permission, prohibitions or measures of any hind on the part of any local,state,national,governmental or supra-governmental authority;(vi)state government shutdown;(vii) import or export regulations or Unbargos; (viii)defaults of subcontractors Where such default is itself caused by force majeure. 35.Severability If any non-material provision of the Contract, including items incorporated by reference,or any application of the terms thereof,shall be found to be illegal, invalid, unenforceable,or void,then both MMCAP and the Vendor will be relieved of all obligations arising under such provisions. The remainder of the Contract, including all provisions and tine application of such provisions,shall not be affected thereby and shall be enforced to the greatest extent permitted by lave. 36. Escalation Procedures If Vendor and an MMCAP Participating Facility (the"Parties")have disputes related to either Parties' performance under this Contract,then the Parties will first utilize the Vendor's Government Sales Escalation Procedure asset forth on Atfachment L of this Contract. If the disputes cannot be resolved,the Parties will Dandle resolution of the unresolved disputes using the following procedure set forth below. 36.1. Notification The Parties shall promptly notify each other of any known unresolved dispute and work in good faith to resolve such dispute within five(5) business clays. Absent resolution after five(5)business days,parties shall proceed to Documentation and Escalation steps described below. 36.2. Documentation The Parties will jointly develop a written summary of the unresolved dispute within five(5) burliness days that describes the issue(s),relevant impact,and positions of both parties. The summary must be sent by the Vendor to the MMCAP Office, the MMCAP Participating Facility,and the Vendor's MMCAP Primary Account Representative. 36.3. Escalation of Dispute If the Parties are unable to resolve the issue in a ti nnely manner,as specified above,either the MMCAP Participating Facility or Vendor may escalate tine resolution of tine issue to a higher level of management. Where escalation of the issue proves ineffective,either Party may contact the MMCAP Office and/or the Vendor's MMCAP Representative for further resolution. When escalated to MMCAP, a teleconference will be scheduled with the MMCAP Office and the Vendor's MMCAP Primary Account Representative to review the briefing document and develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all relevant parties to tine dispute including;the MMCAP Office,the MMCAP Participating Facility, and Vendor. 23 Page 517 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS18008 36.4. Resolution Plan Upon development of a plan and timeline for resolution,a Party will have a reasonable amount of time to cure the issue, but in no event longer than thirty(30)business clays,except by express%vritten agreement of the Parties. Failure to Cure any defect within thirty(30) business days shall give the non-breaching Party cause to declare a material breach,subject to the termination rights set forth herein. a. Vendor Failure on Member-Contract Attachment 1. Upon identifying non-attachment of MJMCAP Members,to the Products and pricing of this Agreement, Vendor has ten(10)calendar days, following written notice from the MIMCAP Office, in order to process credits to the MMCAP Member(s)on Products under the pricing of this Agreement, and to report such activity of sales to the MIMCAP Office in the Sales Data Usage and Administrative Fee Data Report. 2. In the event the service failure remains uncured,and Vendor has not applied such credits to the (MMCAP Member(s), and not reported the sales to the M,%4CAP Office, Vendor must pay the amount of the assessed and non-reported Administrative Fee activity to MMCAP,no later than ten (10)business days upon notification from the MMCAP Office,and a fee of$500 per business day thereafter. 3. If the Vendor does not comply with the assessed fees and amounts as specified above, MMCAP reserves the right to pursue any remedy available at law, including,without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. b. Vendor Failure on Reporting Requirements I. Upon the non-receipt of reporting activity from the Vendor,and following written notice from the MMCAP,(i)Vendor has ten(10)calendar days in order to submit the required reporting activity to the MMCAP Office,(ii)and if applicable,to process any credits to the affected MMCAP Member(s). 2. In the event the material breach has not been cured, Vendor must pay any amounts assessed on non-reported activity to MMCAP, no later than ten(10)business days upon notification from the MMCAP Office,and a fee of$500 per business day thereafter. 3.If the Vendor does not comply with the assessed fees and amounts as specified above, MMCAP reserves the right to pursue any remedy available at lav, including,without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. c. Vendor Failure on Pricing Accuracy 1. Upon identifying pricing inaccuracy on the sales of Products under this Agreement,and following written notice frown the MMCAP Office, Vendor has tell(10)business days in order to process credits to the MMCAP Member(s). 2. In the event the material breach has not been cured,and upon written notification by the MMCAP Office,(i) Vendor most pay a fee of$500 per business day thereafter to the MMCAP Office,and(ii)resolve applicable credits to the affected MMCAP Member(s), no later than ten (10) business days after written notification. 3. If the Vendor does not comply with the assessed credits to the MMCAP Member(s),and the fees and as specified above, MMCAP reserves the right to pursue any remedy available at law, including, without limitation,termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. 36.5.3urisdiction and Venue of Purchase Orders Upon completion of the Dispute Resolution process outlined in this Contract,and solely with the prior written consent of MMCAP and the State of Minnesota Attorney General's Office, the MMCA P Member may bring a claim,action,suit or proceeding against Vendor. The MMCAP Member's request to MMCAP to bring the claim,action,suit,or proceeding must state the initiating party's desired jurisdiction,venue and governing law. 24 Page 518 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Upon completion of the Dispute Resolution process outlined in this Contract,the Vendor may bring a claim, action, suit or proceeding against MMCAP Member, in Vendor's sole discretion. 36.6. Mandatory Resolution Plan without Need for Prior Escalation A mandatory resolution plan and timeline shall be created by the Parties, without the prior need for Escalation of Dispute,when any of the following circumstances occur. Failure to correct identified defects,as set forth below in Sections 36.6.1,through 36.6.8,within the agreed upon time,not to exceed thirty(30)business days,or the reocCurrence of any event under Section 36 within ninety(90)days of initial resolution, shall give MMCAP cause to declare a material breach,subject to the termination rights set forth herein. failure to correct identified defects,as described Wow,shall grant cause for any affected MMCAP fvtember or MMCAP Participating Facility to terminate this Contract in accordance with Section 3 of Article 1. 36.6.1.. Reports Vendor submits any such required report or data in a manner that materially fails to comply with the applicable provisions set forth in this Contract. 36.6.2. Invoices If an MMCAP Participating Facility=places an order for Product and receives a separate invoice for any fee not directly related to the cost of the Product from the Vendor without providing,a separate invoice that references the same invoice number or purchase order number that is indicated on the Product invoice or purchase order. 36.6.3. Unauthorized Fees Vendor charges an MMCAP Participating Facility any fee not authorized by this Contract or any attachment hereto. 36.6.4. Inventory Management MMCAP Contract Products which also include Products resulting from MMCAP's direct contracts with Manufacturers are not loaded,stocked(based upon usage, request, notice of usage or due to barriers created by Vendor to avoid stocking the Product),and viewable by all MMCAP Participating Facilities,as required pursuant to this Contract and within the timelines set forth herein. 36.6.5.Delivery Delays Deliveries mads by the Vendor are not in accordance with the time schedules specified in Attachment B or as otherwise agreed upon by the Vendor and MMCAP Participating Facility. 36.6.6.Ordering Information Products and pricing are not loaded correctly into the Vendor's Product ordering system and an MMCAP Participating Facility must order alternatives to the MMCAP Contracted Products due to the Vendor's error. 36.6.7.Business Interruption Plan Vendor experiences a systemic business interruption that materially affects Vendor's ability to perform its obligations under this Contract,excluding those systemic business interruptions caused by an event of force majeure;change in applicable laws,rules or regulations or interpretation or application thereof; changes in Manufacturer policies or procedures;or any other event outside the reasonable control of Vendor. 36.6.8. Required Licenses,Permits,and Registration Vendor fails to maintain all necessary licenses,permits and registrations required by state,local and federal agencies. Vendors must make such documentation available upon request by the MMCAP Office. 25 Page 519 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18005 36.7.Performance while Dispute is fending Notwithstanding the existence of a dispute,the Vendor must continrie without delay to carry out all of their responsibilities under the Contract. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work,any additional costs incurred by MMCAP and/or MMCAP Participating Facilities as a result of such failure to proceed shall be borne by the Vendor. 36.8.No Waiver- This clause shall in no way limit or waive either party's right to seek available legal or equitable remedies. 37. Required Licenses,Permits and Registration Vendor shall have in place prior to the start of the Contract, and must maintain for the term of the Contract, all applicable current licenses, permits and registrations required by state, local and federal agencies in order to fulfill the obligations under this Contract. Vendors must make such documentation available upon reasonable request by the MMCAP Office. 38.DLA License/HlN The Vendor shall not require an MMCAP Participating Facility to have a DEA number in order to obtain Products unless the MMCAP Participating Facility places orders for controlled substances. MMCAP Participating Facilities will have HIN numbers assigned by the 11,1NICAP Office,or proof of applicable state licensure from MMCAP Participating facilities. 39. Assignment,Amendments,Waiver,and Entire Contract 39.1..Assignment Neither party may neither assign nor transfer any rights or obligations under this Contract without the prior written consent of the other party and a fully executed Assignment Agreement,executed and approved by the sante parties who executed and approved this Contract, or their successors in office. 39.2. Amendments Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract,or their successors in office. 39.3.Waiver If a party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it. 39.4.Entire Contract This Agreement constitutes the entire Contract between MMCAP and the Vendor. This Contract shall exclusively govern the purchases of Products that occur during the Term. No other understanding regarding this Contract,whether written or oral, may be used to bind either party. 40. Survival of Terms The following clauses Survive the expiration,termination or cancellation of this Contract. 18. Indemnification; 19. Liability Limitations;20. Audits;21.Government Data Practices; 22. Intellectual Property and Data; 24. Publicity and Endorsement;26.Governing Law Jurisdiction, and Venue;28.Data Disclosure. 41. E-Verify Certification (In Accordance with Minn. Stat.§16C.075) For services valued in excess of x"50,000, Contractor certifies that as of the date of services performed on behalf of the State,Contractor,all its subsidiaries and its subcontractors, if any,will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United 26 Page 520 of 1076 Concordance Healthcare Solutions, LLC NJIMCAP Conti-act No. MMS 18008 Statcs who will perform work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Veril'y Subcontractor Certification Form available at; hu ://,,vww.iiiiiid.adi-niii.state.infl.Lis/doe/Evet-ifySttbCertFoi-m.doc. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request. I. CONCORDANCE HEALTHCARE 2. STATE OF MINNESOTA FOR MMCAP SOLUTIONS In accordance wit i iv inn.Slat,§16CD3, 3 The Vendor certi Cies that the appropriate person(s)have mcuted this Agreement on behalf ofthe Ven-dor as required by applicable articles. By: bylaws. Title: A/4-5 By: Title: Date: ylr�x t I (_5/ 0- Date: 2- -) 3. COMMISSIONER OF ADMINISTRATION �)n a"7dllocc\N uh Minn.Slat.§ 16C.05,subd 2 -�c A t C, Title: 4 L> Date: q_ 5 __/P [REINIAINDER OF PAGE LEFT INTENTIONALLY BLANK 27 Page 521 of 1076 Concordance Healthcare Solutions, LLC Ni MCAD Contract No. MMS18008 ATTACRNIENT A: PRODUCTS AND PRICING The MMCAP Participating Member will receive the Contract pricing as set forth, in the following tabs: the Brand Label Core Products tab; the Private Label Core Products tab;the Mon-Core Pr•oclucts4tab;the Equipment Scltedrde tab, and the Additional Value Offerings tab. The price file for Attachment t1 on this Agreement, is located next to the Contract,on the MMCAP website (littp.//�N,%,,.x_v.rnrnd,adiiiiii.state.min.us/MiviCAP/Contracts/Defaiiit.asp), and login credentials are required in order to access it. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 4 The listed categories in the Non-Core ProcGrcts tab,cite intended to corer the Vendor's current catalog Produels.which an:rtot listedi).ttre remaining tabs. 28 Page 522 of 1076 Concordance I-lealtllcare Sal€►tions, LLC MMCAP Contract No. MIMS 18008 ATTACHMENT 13: STATEMENT OF WORK AND VENDOR PERFORMANCE REQUIREMENTS 1. OPERATIONAL.REQUIREMENTS 1.Vendor Service Are:€ As of the Contract Commencement Date, Vendor will provide all Products and related Services, including those Products and Services of its subsidiaries,covered under this Contract,on a timely basis,to all of the MiiNICAP Participating Facilities located within the Service Area listed in klachment D of this Contract. MMCAP reserves the right to acid or delete MMCAP Members at any time,during the Contract term. 2. Required Vendor Personnel Vendor must maintain sufficient personnel, including but not limited to, the personnel listed below, who can provide comprehensive and timely customer services and support to the MMCAP Participating Facilities and the M1vICAP Office. Vendor's personnel must have professional qualifications,training and experience,to provide support related to the Products and Services covered by this Contract, In addition, Vendor represents and warrants that its personnel have validated competencies in accordance with all applicable law and regulatory agencies, related to Services and Products covered by this Contract. Upon request, Vendor will provide written documentation to the MMCAP Office and/or the MMCAP Participating Facilities and/or MMCAP Member State Contact,substantiating competencies of its personnel; servicing this Contract. Vendor personnel must include but are not limited to the following: • Primary Account Representative, alternate Account Representative,sales representatives; • customer service representatives; • clinical representatives; • distribution center representatives; • MMCAP Contract representatives for the MMCAP Office; • MMCAP Contract representatives for the MMCAP Members; • MMCAP account representatives; • Product marketing specialists; • Product training and education specialists; • supply chain improvement specialists; • Product ordering system technical support and training specialists; • Contract implementation and transition team; • account payable/receivable specialists.capable of addressing and timely solving invoice/credit rebill inquiries. 3. Customer Service to MMCAP Office. 3.1.The Vendor will provide its customer service function to the MMCAP Office,by assigning a Primary Account Representative to the MMCAP Office,and must provide a rrtirrimuM of 72 hours' advanced notice to MMCAP, if that person is reassigned. The Primary Account Representative will be responsible to discuss at a minimum, but not limited,the following topics: • Customer satisfaction; • Vendor performance; • specific account performance; • required reports; • other Contract related issues. 29 Page 523 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 a. The Vendor's designated Primary Account Representative for the MMCAP Office will be as follows(or the Vendor's named successors): 'Into.mation sontact. Name TH16,-' Offlce`,Addr6s-�;' Ron Rochl EVP Sales 3901 West 34111 St.North Phone: 605-336-1155 Sioux Falls, SD 57107 Mobile Phone: 605-310-3027 Fax- 605-336-1157 Email: Kelly Hart VP Medical Sales 13400 Lakefront Drive Phone: 314-291-2900 Earth City, MO 63045 Mobile Phone: 314-503-7292 Fax: 800-352-1778 Email: lhait(Ft!concordatic2lis.cr-)iii Phone.* Mobile Phone: Fax: Email: b.The alternate Account Representatives will be: Manic a pi T-t] Laura Beck-o Mancioer,Schools 2229 East Magnolia St. Phone. 602-306-1722 Education Phoenix,AZ 85034 Mobile Phone: 520-235-2445 Fax: 602-306-1787 Email: lbeekocniconcorditice'.,scorn Phone: Mobile Phone: Fax: Email- Phone: Mobile Phone: Fax: I Email: c. Additional functional contacts ' are. Rule0mi Address AM n rma Kelly Berrier Contracts Director 85 Shaffer Park Dr. Phone: 800-447-0225 Tiffin.Ohio 44883 Mobile Phone: 419-455-2170 Fax: Email: kberrici-('cDcoticordaiicehs.coi-n Barb Bruns Customer Service 85 Shaffer Park Dr. Phone: 900-447-0225 Director Tiffin, 011io 44883 Mobile Phone: Fax: Email: bbruns@,concordaneehs.com Phone: Mobile Phone: Fax: Email- 30 Page 524 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 d. in the event the MMCAP Office determines the Primary Account Representative is non-responsive, the MMCAP Office will escalate issues to the following individuals to take appropriate corrective action for problem resolution: Nance Title DificeAlriess _ COII#actl<n#orrriaton Jayson Stevenson EVP Operations 3901 Nest 34" St.North Phone: 605-336-1155 Sioux Falls, SD 57107 Mobile Phone: 605-695-9108 ' Fax: 605-336-1157 Email: j stevenson(tt?conrordancehs.cunt Dave ,Myers EVP R Chief 85 Shaffer Part:Drive Phone: 800-447-0225 Customer Officer Tiffin,OH 44883 Mobile Phone:419-455-21285 Fax: Ernail:dmvers(-c,concordanrehs.com Pho;;e: Mobile Phone: Fax: Email: e.The Vendor shall notify the MMCAP Office of changes in the Vendor's key administrative personnel,in advance and in writing. Any employee of Vendor, who, in the opinion of the MMCAP Office,the MNICAP Participating Facilities or the MMCAP Participating Member State Contacts is unacceptable, wilt be removed from the project upon written notice to the Vendor;provided, however,any such removal must be for lawful reasons. In the event that an employee is removed pursuant to a written request from MMCAP's authorized representative,the Vendor will have ten(10)business days in which to fill the vacancy with an ennployee, in Vendor's sole discretion. "]`here will be no charge to(lie MMCAP Office, MMCAP Member States or the MMCAP Participating Facilities, for assigning replacement personnel. Vendor agrees that each such replacement personnel have the necessary orientation,background, knowledge,shills, and abilities, to perform in the position replaced. Such replacement personnel might be subject to advance approval by the MMCAP Office,the MMCAP Participating Facilities, and the MMCAP Member State Contact. 3.2.Customer Service Department Vendor must maintain through the term of this Contract, a toll-free customer service call center. The Responder's call center operational hours must cover all the U.S.time zones of the lower 48 states, during normal business hours, and have a system to respond to emergency calls during its non-operational hours. If the Responder is proposing for a specific region then its call center must adequately cover the specific geographical area and time zones contained within the proposed region. The call center representatives must be capable of responding to telephone or electronic message inquiries(e.g. email,or text inquiries,from hand-held messaging devices),from the MMCAP Participating Facilities and the MMCAP Office.The call center representatives must also have the corporate authority,experience and training to respond to any inquiry related to the MMCAP Contract. Vendor shall provide the MMCAP Participating Facilities access to the Vendor's customer service department, which at a minimum, consists of the following: • Customer support center located at: o Concordance North Central, Sioux Falls,SD 800-843-7948 Fax 605-336-1157 31 Page 525 of 1076 Concordance I-Iealthcare Solutions, LLC MMCAP Contract No. MMS 18008 o Concordance Central, St. Louis, MO 800-473-2332 Fax 800-352-1778 o Concordance East,Tiffin.OH 800-447-0225 Fax 419-447-0737 o Concordance West, Long Beach,CA 800-223-1044 Fax 310-830-9018 o Concordance East Coast,New Rochelle,NY 800-221-0850 Fax 914-738-45;6 • Customer set-vice hours of operation are 8:OOAM to 5:OOPM local time; Monday through Friday,excluding the following national holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving;Christmas Day, • Access to customer service representatives,with principal responsibilities in the areas of but not limited to: order entry,shipping,delivery,ordering,stocking issues,and other general Customer service requests, can be reached toll fi-ce at sea numbers listed above by region;by fax at the number listed above by region,or by e- mail at^customerservice a concordancehs.com. • Technical support is available through the customer service numbers listed above. Technical support on products comes through the actual manufacturers of the product. Technical support on Concordance ordering systenis comes through our customer service. See Section 2.11, of 11. Contracl Ti-ans liol7 and 111lVe nzentation, for more details on technical support for Product ordering. • Emergency Call Procedures:To be used for life critical emergency situations only, that requires Product before the Next Scheduled Delivery Day. o During normal business hours(Monday-Friday S:00ATvI through 5:OOPM local time,call customer service at the regional numbers listed above. e Outside normal business hours, please call the account manager assigned to the individual facility. 3.3. MMCAP Participating Facility Customer Account Representatives Vendor will have a designated account representative appointed by the Vendors Primary Account Manager,who can address Contract related issues,as initiated by MMCAP Participating f=acilities located in each MMCAP Member State. Upon request,the representatives will meet with MMCAP Office, MivICAP Member State/City Representatives and the MMCAP Participating Facilities, to discuss at a minimum,but not limited to,the following: • Customer satisfaction; • Vendor performance; • State account performance; + Reports(e.g., Contract compliance); o Invoices for charge-backs and/or PrOdUCtS not billed to Medicare; + Other contract related issues. (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 32 Page 526 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 It. CONTRACT TRANSITION,IMPLEMENTATION AND MANAGEMENT 1. MMCAP Contract Transition and Implementation In completing the transition ofthis Contract.Vendor shall wort:with the MMCAP Office, MMCAP Member State Contacts and MMCAP Participating Facilities;to determine the appropriate steps and schedule for the transition. Vendor acknowledges that the transition may be dependent upon the terms of the MMCAP Participating facilities' existing contracts with Manufacturers and Distributors. Vendor's procedure for implementing and transitioning MMCAP Participating Facilities to this Contract is set forth on Attachment E: Vemlor's Contract IMI)lementation acrd T-ansition Plan. I.1 ]Mutual Exchange of Account Based Information Within sixty(60)days, before the Commencement Date of this contract,the ]AMCAP Office will provide the Vendor With its list of current MMCAP Participating Facilities,along with Product usage information. Within sixty(60) days after the Effective Date of this Contract, the Vendor will provide the MMCAP Office,with the list of existing direct contracts it has with any current MMCAP Participating Facility, along with its plan to transition each direct contract to the MMCAP Contract on a timely basis. During the terns of this agreement, MMCAP and the Vendor will exchange their respective lists of Members,on a monthly basis, in order to verify MMCAP Participating Facilities. 1.2. MMCAP Member Eligibility Vendor shall inform any prospective new MMCAP business account,that before it is eligible to purchase Products covered by this Contract,at pricing available only to MMCAP Members, it must complete the MMCAP Membership Application form,and anter-into a MMCAP Membership Agreement. Vendor also agrees to refer any prospective new MMCAP business accounts that need further assistance regarding the MMCAP Membership Application process, to the MMCAP Office and to the MMCAP State Contact. 1.3. Vendor Required Documentation Vendors will provide written notification to new and existing NINICAP Participating Facilities and State Contacts, about the Vendor's required documentation and instructions,to enable the MMCAP Participating Facilities to transition to the new MMCAP Contract. At least sixty(60)days before the Commencement Date of the MMCAP Contract, and throughout the Contract term, Vendor will promptly notify the MMCAP Participating Facilities and the State Contacts of any missing or incomplete documentation required for account set-up. 1.4. Start-Up Inventory If applicable,historical Product usage data will be provided by the MMCAP Office to the Vendor;at least sixty(60) calendar days prior to the Commencement Date of the Contract. Vendor mast have all MMCAP Contract Products loaded in its ordering system,and have a minirnurn of thirty(30)calendar days' Core Contract Product supply available to order before the Commencement Date of the MMCAP Contract. 1.5.Product Samples and/or Demonstration Models Upon request from any MMCAP Participating Facility,before the Commencement Date of the MMCAP Contract,or at any time daring the Contract term,the Vendor agrees to provide Product samples and/or demonstration models to any MMCAP Participating Facility at no charge. Upon request from MMCAP Participating Facilities,the Vendor will also provide training on the Products covered by the MMCAP Contract, including the Product features and proper Product Use. 33 Page 527 of 1076 Concordance Healthcare Solutions, LLC MMCAI' Contract No. MMS 18008 1.6. 111CAP Office Contacts The primary MMCAP Office Contacts during the Contract implementation and transition period are: • Emilio Graulau, MMCAP Healthcare Products & Services Coordinator Email: Erllilio.GraulaLi(@$tate.mn.US Phone, 651-201-3113 w • Elizabeth Suszynski, MMCAP Healthcare Products& Services Coordinator Email: Elizabeth.Suszynskinstate.mn.us Phone: 651-201-3125 • Jim Losinski, MMCAP Healthcare Products&Services Manager Email:Janles.Losinski@.state.mn.us Phone:651-201-2440 • Alan Dahlgren,MMCAP Managing Director Email: Alan.DahlgrenRstate.mn.us Phone: 651-201-2410. • Sara Turnbow, MMCAP Manager of Contracting and Business Opportunities Email: Sara.Turn bowrga state.mn.LIS Phone:651-201-2411. 1.7. Business Interruption Plan Vendor must have in place,during the teen of this Contract, an emergency preparedness and business continuity plan. During the implerncntation and transition phase of this Contract,Vendor will work with each requesting MMCAP Participating Facility, to develop a pre-selected list of Products to be shipped in the event of a national or regional emergency. Vendor's detailed Business Interruption Plan is set forth on rfttachutent K. 1.8. Inventory IVlanagenient Described below are the Product inventory management requirements for MMCAP Contract Products That are set forth on Attochmenf A. Also, if applicable to this Contract, Products inay be added to this Contract,through Contracts between IvIMCAP and Manufacturers of medical Products,equipment,and select pharmacy Products. In the event such Contracts for specific Products are executed between MMCAP and a Manufacturer, who has a business relationship with the awarded Vendor;the Vendor will agree to distribute the Product under the same terns and conditions as set forth in this Contract. 1.8.1.Inventory Management at an MMCAP Participating Facility Upon request by an MMCAP Participating Facility, Vendor may provide at cost or no cost to the facility, inventory management support that includes but is not limited to: training,software,reporting capability,and handheld devices,to assist the facility in performing its onsite inventory. Upon request by the MINICAP Participating Facility, Vendor must agree to conduct the inventory managernent support Services onsite. 1.8.2.Vendor Contacts Vendor's designated contact for all usage, inventory,and special order questions for the MMCAP Office is: Name``. rtle , Office Address, Confact.Infortlatroti:_ Lisa Hembree Lead Customer 3901 West 34111 St.North Phone: 605-336-1155 Service Sioux Falls,SD 57107 Mobile Phone: Fax: 605-336-1157 Ismail: them bree(�e concordancehs.corn 34 Page 528 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Vendor's designated contact for all usage, inventory and special order questions for the M;uiCAP Participating Facilities is: Nnnie Title;=' Office Address CottRe#lnfaa r#tuticit Lisa Hembree Lead Customer 3901 ... .. o West 341r'St.North Phone: 605-336-1155 Service Sioux Falls, SD 57107 Mobile Phone: Fax: 605-336-1157 );mail:lhtimbree(crconcoraancehs.co;r, 1.9. MMCAP Contract Products 1.9.1. Vendor will stock all MMCAP Contract Products, including those of its subsidiaries,and not create any barriers in order to avoid stocking MMCAP Contract Products 19.2. Vendor will stock a thirty(30)day's supply of Products for initial account set-tip, based on sales usage data from the MMCAP Office. Thereafter,Vendor's buying system will acknowledge the created demand,and purchase inventory to meet said demand. See Section 1.4, Start-Up Inventor)'. 1.9.3. Vendor is responsible for providing an inventory forecasting report to the MMCAP Office,as requested. This report will monitor and forecast ordering,usage patterns, as well as, identify significant trends,including increases and decreases in purchases. Monthly Contract compliance reports to monitor purchases of MMCAP Contract Products must also be available to the MMCAP Office upon request. 2.9.4. Vendor may not discontinue stocking an MMCAP Contract Product,unless there is mutual written agreement between the MMCAP Office and the Vendor. 1.9.5. Vendor acknowledges and agrees to maintain Product utilization history data of the MMCAP Contract Products for a minimum of sixty(60)calendar days. If any Product has not been ordered after sixty(60) calendar days, Product utilization history data can be adjusted accordingly in the Vendor's Product inventory management system,to reflect the non-usage of the Product. 1.10. MMCAP Contract Product Additions 1.1.0.1. Except for newly added MMCAP Contract Products, Vendor will make good faith efforts to have the Products loaded, stocked, and viewable in its system, and ready for delivery no later than ten(10)business days from the time Vendor receives notification that the Product has been added to the MMCAP Contract. 1.10.2. Non-Stocked MMCAP Contract Products For MMCAP Contract Products that are not stocked,an MMCAP Participating facility may request the Vendor add the Product to inventory at the applicable distribution center,by contacting customer service or its account representative. MMCAP Contract Products will be available for delivery, no later than three(3)business days from receipt of a request for Products stocked at the Vendor's distribution center,unless the MMCAP Contract Product is delayed due to Manufacturer unavailability,or force majeure provision,as set forth in.41-licle 4, Section 34 of this Contract. In the event the fulfillment of any of the requests exceeds what is specified in this section,Vendor will provide prior written notice of the delay, the reason for the delay,and the estimated fulfillment date to the requesting MMCAP Participating Facility and the MMCAP Office. 35 Page 529 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. Mh9S18008 2. MMCAP Contract Management 2.1,MMCAP Contracted Manufacturers If MMCAP contracts directly with a Manufacturer for medical Products,Medical Equipment and Services, and select pharmacy Products, the Distributor, if it has an existing relationship with the awarded Manufacturer, must agree to stock and distribute the MMCAP Contracted Manufacturer's Products, as they become available to MMCAP Participating Facilities at the Contract Prices agreed to by the MMCAP Office and the Manufacturer. 2.2.The MMCAP Office reserves the right to modify the MMCAP Contracted Manufacturers List,as set forth in Atlaehment F,at any time during the Contract term. 2.3. New Products Additions If MMCAP contracts directly with-a Manufacturer, the MMCAP Contracted Manufacturer's Product will be loaded, stocked,viewable, and ready for delivery in five(5) business days from the Effective Date of the MMCAP Contract with the Manufacturer, unless a longer term is approved in writing by the MMCAP Office. If Vendor does not have a business relationship with the MMCAP Contracted Manufacturer,and establishes that business relationship,then the Product will be loaded,stocked,viewable,and ready for delivery in fifteen(15)business days, unless a longer term is approved in writing by the MMCAP Office. L 2.4.Product Outages 2.4.1.Vendor Created Stock Outages Vendor shall include its Stock Outage and Backorder Policy attached to this Contract as AttachmeW H. Vendor Stock Outages due to cancellations/backorders that are not created by the Vendor's Contracted Supplier,will be considered a failure to perform by the Vendor, and may be considered grounds for termination of this Contract. In addition to the policy in Attachment H,the Vendor agrees to utilize the following process in the event of a backorder situation due to a Vendor-created stock outage. Immediate Notification Vendor will provide written notice to the MMCAP Members; MMCAP Member States and the MMCAP Office within twenty four(24) hours of any Products covered by this Contract that the Vendor has placed on backorder. Vendor's backorder notification will include; o the Products placed on backorder status; o the expected timeline of the backorder,from the time the Products are added to the backorder status,to time the Products will be removed; a the reason for the Vendor created stock outage that caused the Product backorder,and how the Vendor intends to resolve the backorder situation; o Summary of the plan to obtain Product Substitutes during the backorder period. 2.5. Options for Obtaining Backordered Products 2.5.1. Manufacturer Direct Shipment If there are Products subject to a backorder, and these Products are deented critical by the MMCAP Participating Facility, and the Products are available from the Manufacturer,then, if expedited shipping is requested,the Vendor will have the Manufacturer of the Product, ship directly(drop shipped)to the MMCAP Facility via Next Day Delivery. Actual fireight and drop ship charges assessed by the manufacturer will be invoiced to the customer. 2.5.2. Purchase of Product Substitutes on the Open Market Should the MMCAP Participating Facility opt out of the Manufacturer drop shipment for the requested Products, the ordering MMCAP Member may purchase Product Substitutes on the open market during the time the Vendor is unable to provide backordered Products.The Product Substitutes must be an equivalent(brand,generic or private label)Product that is approved by the MMCAP Participating Facility. The Vendor will be liable to the 36 Page 530 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. PANIS18008 MMCAP Member, for any excess cost over the MMCAP Contract Product Price. The Vendor will issue an account credit not to exceed ten percent(10%)of the Contract Product price to the MMCAP Member, covering its costs. Vendor must distribute and deliver the Products covered under this Contract to the MMCAP Participating facilities, in the lower 48 states. The Vendor must deliver to sites identified by the ordering MMCAP Members,and if necessary,add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract,as authorized by the MMCAP Participating Facility. The Vendor will at no time, refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP NlQniber,and the MIACAP Office. Vendor must agree to deliver the Products that accommodate the business model or the specific delivery needs of the MMCAP Participating Facility. The Vendor's delivery method for patient specific Products, must supply sufficient inventory to last until the neat scheduled delivery,and must 1101 rely on an emergency reserve stock left at the facility. 2.5.3.Auto-Backorder Vendor will have an auto-backorder function that is part of its existing Product ordering system, which will allow MMCAP Participating Facilities to receive backordered Product due to Vendor created Stock Outages immediately, upon availability of the Product. 2.6.Management of MMCAP Contract Products 2.6.1.Price Loading Requirements a. Vendor will be responsible for processing(lie MMCAP Contract File Updates,or the files sent to the Vendor by the MMCAP Office, which specify the Products and pricing covered under this Contract. b. Vendor will load the pricing covered under this Contract. c. Vendor will identify Products either under brand. or private labels. d. Price Loading,TMNICAP Contracts If applicable to this Contract,this may also include the Product pricing that the MMCAP Office has negotiated with MMCAP Contracted Manufacturers. • timeframe, including Effective Date; • distribution fees; • Loading of Manufacturer pricing; • Contract implementation; e. Vendor will load and make viewable in its ordering system,all data lines from MMCAP's Contract File update notifications; on a date agreed upon between the Vendor and MMCAP. When Manufacturer verification is needed, in order to load an MMCAP Contracted Manufacturer's Product, and the MMCAP Contracted Manufacturer has not responded,or provides data that is inconsistent with the MMCAP Contract File Updates, Vendor will make a good faith effort to notify the MMCAP Office in writing,no later than two(2)business days(after the previously mutually agreed date allowed for Vendor processing). f. Provided that Vendor has received all requested account set-up information, Vendor will have all MMCAP Contract and individual MMCAP Contracted Manufacturer contracts loaded,prior to the MMCAP Member's first order. This includes all tiered Contracts, if applicable to this Contract. 2.6.2.Product Additions/Deletions Vendor may not add or remove any MMCAP Contract Products fi-onits database,except those identified in the Non-Core Produels tab, of Altachnrent A, without the prior written consent of the MMCAP Office,as set forth in Article 4, Section 39.2, Amendments, of this Contract. 37 Page 531 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MNIS18008 2.6.3.Adequate Supply Vendor agrees to maintain an adequate supply of at least thirty(30)days any Product that is added to the MMCAP Contract. 2.6.4.Automatic Product Substitution The intent of this Contract is to provide Products included on rfttachment A,to MMCAP Participating Facilities, and not Product substitutes. During the implementation period,the Vendor shall assist MMCAP Participating Facilities with the identification ofacceptable Products for Automatic Product Substitution, in the event the Products covered by this Contract are not available at the time of order placement. Automatic Product Substitution will only be permitted upon the written consent of the MMCAP Participating Facility,and a record of the Vendor's Automatic Product Substitutions shall be provided to the MMCAP Office at the quarterly business review meetings. In instances where the Vendor uses the Automatic Product Substitution process,the MMCAP Participating Facility must be notified of the Product substitution,and the substituted Product must be annotated as suclt on the MMCAP Participating Facility's Order Confirmation. Automatic Product Substitution by the Vendor without the MMCAP Participating Facility's prior written consent is prohibited. Upon request,and at any time during the term of this Contract, Vendor will supply the MMCAP Office with a list of MNICAP Participating Facilities using Automatic Product Substitution and a report of the Products substituted. in the absence of Automatic Product Substitution, if the Vendor cannot fill an order for a Product included in,4tttachment A,then the Vendor shall notify the MMCAP Participating Facility, and inform the Order Originator as to the reason the requested Product is not available,and the Vendor shall suggest possible suitable Product substitutes from the established Product substitute list. The Vendor shall not suggest its self- nianufactured or its private label Products,or Products manufactured by its subsidiaries.without also suggesting at least one brand label Product. The MNICAP Participating Facility will decide whether to accept a Product substitute,or to cancel the unavailable Product from the order. a. On-Contract Purchasing Reports Vendor agrees to encourage MMCAP Participating Facilities to purchase MMCAP Contract Products, including purchases through open solicitations. Vendor must not condone or encoura�e in any way, the Product Substitution of a MMCAP Contract Product,with that of a non-contract Product. In order to ensure overall MMCAP Participating Facility Contract compliance,Vendor may be asked to provide,at no cost to the MMCAP State Contacts in each state served by the Vendor,a monthly report containing the following fields: • MMCAP Participating Facility name; • MMCAP ID Number and Vendor account number; • Contract volume(in dollars)by facility; • Not-on Contract volume(in dollars) by facility; • Total volume(in dollars) by facility. 2.6.5.Product Expiration Dating • At a minimum,expiration dating for all NIMCAP Contract Products and non-contract Products, delivered to MNICAP Participating Facilities, must have at least a minimum shelf life of six(6)months remaining, upon delivery to the MMCAP Participating facilities. • Shipment of Product with all expiration date of less than six(6)months requires the prior approval of the MMCAP Participating Facility,before release and delivery of the short-dated Product. 38 Page 532 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 ® if Vendor distributes short dated Product to an MMCAP Participating Facility without prior approval. the Product may be returned to the Vendor at Vendor's expense,and subject to Section 2.20,Products Returned to the TJe)tda•. 2.7.Product Ordering; Vendor will implement its ordering system, including its emergency ordering system, regardless of the technological capacity of the Order Originator. Vendor will provide order training procedures to staff identified by the MMCAP Member at no charge, within a mutually agreeable timeframe to the Vendor and the MMCAP Member,atter establishing a new M1IMCAP business account. In addition, Vendor will provide ongoing technical and training support to the MMCAP Members Who use its Product ordering system during the term of the MMCAP Contract. Vendor will also provide its Product catalog in the format requested by and within technological capabilities of the MMCAP Member,which may include an online,or other electronic based catalog, and also Microsoft Office compatible electronic files,or other paper-based format. 2.7.1.Ordering System. a. Vendor will provide to each Order Originator, a Product ordering method that allows the facility to quickly and accurately order MMCAP Contract Products,and non-contract Products,within the technological capabilities of the MMCAP Member. At a minimum,Vendor's Product ordering system(s) must provide the following functionalities: • clearly identify all MMCAP Contract Products,and whether these Products are in stock; • build and place electronic orders; • review pending orders for correctness and Contract compliance; • provide online allocation of ordered amounts; • Receive order Confirmation reports. b. Vendor will offer its Product ordering systems)to MMCAP Members. Vendor will support the following ordering methods: Internet, EDI,phone orders via interactive voice response, direct call to customer service, handheld device ordering, and fax orders, 2.7.2.Training 'raining for the Vendor's ordering system may be provided on-site at the MMCAP Member's facility,through webinars or other online training systems that must be approved of in writing by the facility. a.'Graining will include but is not limited to the following: • proper use of Product order entry devices including connputer and hand held units; • how to access and interpret Vendor's inventory status; • Order placement process(Product inquiry,placement, order edit; print back confirmation, etc.); • any required Product ordering system maintenance; • downloading Price changes; • performing file maintenance; • requesting or printing bar code labels; • down load/run/pri We xport contractually required reports; • operation of inventory management progra€n; • identifying MMCAP Contract Products(e.g., Contract ranking); • any other commercially available training in use of the Medical Equipment or ancillary items: • contact information in case of questions regarding ordering; • training guides or manuals and system operating manuals,accessible on line(including all updates), for all Medical Equipment and software furnished by the Vendor to each individual ordering facility; • assigning of account login IDs and passwords; • processing item returns; 39 Page 533 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 • Technical support to interface hand held devices with each facility's PC/network infrastructure. b. Vendor will provide each ordering facility with a Product ordering instruction manual,outlining all online ordering functions. Vendor will work with the MMCAP Office,to develop other training processes as necessary. 2.8. Ordering System(s)Brick-up Service,Maintenance and Repair If Vendor's ordering system is internet based, Vendor agrees that routine site maintenance will only occur on weekends,and MMCAP Participating Facilities and State Contacts will be notified in advance of the scheduled maintenance. During the routine maintenance,telephone or fax orders will serve as back-tips for Vendor's Product ordering systems. if maintenance is required for Vendor's Product ordering system devices(e.g. handheld or computer). then Vendor will replace or repair the devices accordingly, at no cost to MMCAP Participating Facilities or State Contacts. 2.9. Order Placement Vendor's Product ordering system will display at least, but is not limited to the following information: • MMCAP Member's ID and name; • Vendor assigned account number; • Product name; • Vendor's Product number; • generic name or Private Label name; • Product description; • packaging; • Manufacturer name; • Unit dose indicator(if applicable to the Products ordered under this Contract); • Form of Product(if applicable; e.g., tablet,capsule,etc.); • United Nations Standard Products and Services Code@(UNSPSCO); • type of Contract—Contract identification,or code that identifies Product as an MMCAP Contract Product, non-contract, or if applicable, Product Substitute; • Contract Price(specific to the pricing and Contract eligibility of each MMCAP Member); • Product denoted as available as a drop shipment; • Product inventory status(e.g.,stocked,unavailable due to MBO.. Vendor out of stock, or allocation situations); • real-time Product inventory quantity available(Product in stock minus those allocated to orders); • Product substitute search option; • Product inquiry search option; • automatic substituition information option; • auto-backordering function; • HIN number(where applicable); • A photographic picture of the Product(s)being ordered. To place an order,Members should contact nuinbers below. Members will be assigned an account manager to help with ordering needs. o Concordance North Central,Sioux Falls,SD 800-843-7948 Fax 605-336-1157 o Concordance Central, St, Louis, MO 800-473-2332 Fax 800-352-1778 o Concordance East,Tiffin,Oli 800-447-0225 Fax 419-447-0737 o Concordance West, Long Beach,CA 800-223-1.044 Fax 310-830-9018 o Concordance East Coast,New Rochelle,NY 800-221-0850 Fax 914-738-4536 Orders can be placed via phone, fax.. ED11 web site,systern punch out,or bar code based ordering systems. 40 Page 534 of 1076 Concordance Healthcare Solutions; LLC MMCAP Contract No. MIVIS 18008 2.9.1. Default Set-Up Vendor agrees that all new MMCAP ordering facilities will start with a standard default ordering ser-up,to ensure MMCAP Contract compliance. This default set-up will be approved by the MMCAP Office prior to being deployed. 2.10. Confirmation Print back/Order Confirmation The Vendor's Product ordering system will allow for the input of an individual purchase order number,assigned by the MMCAP Member for each order submitted. Vendor will provide a purchase order confirmation report to the Order Originator the same day the order is placed. The order status report will reference the purchase order number of the original order,and include any related Product order information, including but 110t limited to,the turd-around time from the placernent of the MMCAP Member's order,to the expected delivery of the PrlldUCt. 2.11.Technical Support for Product Ordering Vendor's technical support is available from 8:OOAM to 5:00PM local time Monday-Friday. After those times and on weekends an emergency contact at the servicing branch will be provide.The primary method for contacting technical support is via telephone,however for certain support scenarios,technical support can accommodate requests via email. We also provide a web chat option on our web site for immediate questions or concerns. 2.12. Emergency Order Placement:and Delivery Vendor agrees to offer an emergency Product ordering system during the tern)of this Contract. An emergency Product order is defined as one necessary for immediate and specific patient care,which falls outside the normal order and delivery parameters. For emergencies that occur after normal working hours, Vendor will provide each MMCAP Participating Facility,access to a special after-hours phone number that is dedicated to handling emergency orders. The MMCAP Office agrees to work with the Vendor, if abusive situations arise related to emergency orders. 2.12.1. Emergency Order Placement During normal working hours, emergency orders should be directed to the customer service tears)assigned to service the MMCAP Member. After normal business hours, Vendor will provide each MMCAP Participating Facility access to a special after-hours notification system, which may include phone or electronic notification systems that are dedicated to handling emergency orders. Vendor's emergency ordering system must be available twenty-four(24) hours a day. seven (7)days a week. The emergency order must be processed by the Vendor's representative, who must accept the emergency order,and immediately acknowledge receipt of the emergency order placed by the Order Originator. 2.12.2. Emergency Order Delivery The emergency order must be processed the same day it is received and shipped by the most expeditious means possible,unless other shipping means are identified by the Order Originator. 2.13.Product Delivery Vendor must distribute and deliver the Products covered under this Contract to the MMCAP.Participating Facilities, in the lower 48 states. The Vendor must deliver to sites identified by the Order Originator,and if necessary,add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract,as authorized by the MMCAP Participating Facility. The Vendor will at no time, refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Participating Member and the MMCAP Office. Vendor must agree to deliver the Products that accommodate the business model;or the specific delivery needs of the MMCAP Participating Facilities. 'flee Vendor's delivery method for patient specific Products mast distribute sufficient Product to last until the next scheduled delivery,and must not rely on an emergency reserve stock left at the facility. 41 Page 535 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 2,13.1.Routine Delivery Requirements a. No Additional Fees Vendor will not charge any additional fees for routine Service to MMCAP Participating Facilities. b.Shipping Terms All routine scheduled order shipments will be F.O.B. Destination,Freight Prepaid and Allowed. c. No Fuel Surcharges Vendor agrees that it will not charge a fuel surcharge for the term of this Contract. d. Delivery Schedule Vendor will provide a daily order and delivery schedule for each MMCAP Participating Facility. Vendor will have three(3)business days, from the date the Product is ordered, to have the Product stocked and delivered at no extra cost to the Order Originator, barring any Manufacturer production issues. All expedited deliveries will be made next day,or on the Next Scheduled Delivery Day, unless communicated otherwise. MMCAP Participating Facilities will provide the Vendor with a Holiday Schedule throughout the term of this Contract,and Vendor will provide the MMCAP Participating Facilities a Holiday Delivery Schedule, which accommodates the delivery needs of the MMCAP Participating Facilities. e. Delivery Time Vendor's daily order cut off time will be 2:OOPM local time, with the delivery window from U0AM to 5:00PM the next day, depending on location and distance from servicing distribution center. Orders received Monday ihr•ough Thursday will be delivered in an average turnaround time from the placement of an !MMCAP Member's order,to the expected delivery date of the Product of less than three(3)business days. Orders received Friday will be delivered the nest business day. Vendor's distribution centers will make a good faith effort to deliver before noon local time. E IIazardous Materials Vendor will only ship hazardous materials as allowed by the appropriate government regulations. g. Damaged Products All damaged Products must be reported to Vendor's customer service department,as set forth in Section 2.21, Products Refurned to the vendor,and applicable credits will be issued within three(3) business days from receipt of the damaged item, h. Lost Products All lost Products must be reported to Vendor's customer service department,as set forili in Section 2.20, Proclucts Returned to the vendor. [Upon reconciliation, Vendor will apply credit for lost items as applicable within three(3)business days. i. Large Size Orders Vendor must have the ability to ship palletized deliveries via freight companies,and must be able to use large companies for dock deliveries instead of small couriers. Orders should be shipped as ordered(by case or by pallet)by the NIMCAP Member,so they can be properly unloaded and stored. Vendor will ship palletized and case quantity orders on a weekly,or bi-monthly basis,for all distribution centers,or as mutually agreed upon between the Vendor and the ordering MNICAP Member. j. No Minimum Order Requirements During the term of this Contract,there shall be rto minimum order requirements or extra charges assessed to orders, regardless of order size or payment amount. 2.14. Drop Shipments a.All fees associated with Drop Shipments are listed in Attachment G: vendor:s Shipping Policy. b.The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped Products. c. Unless approved by the MMCAP Member, Drop Shipments directly frorn Manufacturer(not shipped by Vendor) for recurring orders are prohibited. 42 Page 536 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 i1. Products requiring Drop Shipment must be easily identified in Vendor's Product ordering system- Vendor's Drop Shipment Products are denoted in its Product ordering system. e. Timelines for the delivery of Drop Shipment Products will be made per the request of the MMCAP Participating Facility(e.g., expedited shipment,standard delivery,etc.). Vendor will place Drop Shipment requests with Manufacturers within one(1)business day of receiving the request from the MMCAP Member. f. In the event that Vendor is unable to rill a MMCAP Member's order for an MMCAP Contract Product,Vendor will have the Product drop shipped directly from the Manufacturer. The MMCAP Member will not be assessed a fee for this shipment. 2.15.Delivery for Special Products a. If applicable to the Products offered under this Contract, Vendor will maintain appropriate temperatures and environmental conditions in accordance with Manufacturer requirements for delivery of Special Products to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers with appropriate packaging to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. b. All Special Products will be adequately packaged by Vendor. If an MMCAP Participating Facility refuses Special Product that has been inadequately packaged,the MMCAP Participating Facility must notify Vendor's customer service department to log the complaint. Any costs associated with the return of Special Product due to improper packaging or transport, will be at the expense of the Vendor. c. Vendor must riot distribute MMCAP Contract Products through associated specialty Distributors,without the prior written approval of the MMCAP Office or without the Manufacturer requiring the Vendor to do so. d. In the event a Manufacturer charges Vendor for shipping,due to an expedited request by an MMCAP Member, Vendor will provide advance written notice to the MMCAP Member,and invoice the facility by line item, for the same shipping cost charged by the Manufacturer. Backup documentation will be available upon request for any shipping fees that are charged to the MMCAP Member,for Products supplied by Vendor. 2.16. Invoicing 2.16.1. Order Invoice a. Vendor will submit an invoice with each order. Invoices must be only for the amount of Product delivered; not the amount ordered. Quantity ordered and quantity shipped must be based on the packaging associated with the Vendor's Product ID number. b. No additional fees or special handling charges will be assessed for MMCAP Contract Products. c.All additional fees(e.g.,expedited shipping charges)previously agreed upon between the Vendor and MMCAP, will be in tine item detail,separated from the Product's cost,and will be tied back to an original invoice number. d. Upon request, Vendor will work with the MMCAP Member,to develop a customized invoice format. At a minimum.the Vendor's invoice will contain the following fields: • MMCAP Member ID and narne; • Vendor-assigned account number for the MMCAP Member; • invoice line number; • MMCAP Member's purchase order nnnber; • invoice dale, • Vendor's SKID item number; • UNSPC number; • NDC(l 1 digit, if applicable to this Contract); • Product name/description; • packaging as associated with NDC number(if applicable to this Contract); • unit Price; 43 Page 537 of 1076 Concordance Healthcare SoEtttions, LLC i1WCAP Contract No. MMS 18008 • quantity ordered; • quantity shipped; • extension(unit Price multiplied by the quantity shipped); • total invoice Price: • bill to address; • ship to address; • Applicable omit codes(e.g., Manufacturer backorder, Wholesaler temporarily out, Manufacturer discontinued, etc.); 2.16.2. invoice Rounding; Vendor agrees to round down if the third digit after the decimal is 4 or less. Vendor agrees that any rounding Will occur at the MMCAP Member invoice unit Price. 2.16.3. Invoice Disputes In the event that applicable state lav mandates set-off by an MMCAP Member or MMCAP Participating Facility,such set-off rights shall be exercised only to the extent expressly set forth in the applicable statute. Unless expressly mandated by applicable state law,the MMCAP Member will notify Vendor of any known dispute with an invoice within fifteen(1 5)calendar days from receipt of the invoice. If all,ora portion of the disputed invoice is found to be in error, Vendor shall issue a credit and/or adjust the original invoice to the MMCAP Member appropriately,and provide a corrected invoice. Where the above is prohibited by an MMCAP Member State's applicable law(s),the Vendor shall COMply with requirements of that state's law(s)related to disputed invoices. Vendor will snake a good faith effort to resolve [mown disputes related to Contract pricing within fifteen(15)calendar days of notice of the dispute. This clause Will in no way be deeEned a limitation on the Parties,as it relates to the future auditing and/or correction of invoices. 2.17.Payment Each MMCAP Member will be responsible for payment of goods and Services, provided by Vendor. MMCAP will have no liability for an unpaid invoice of any MMCAP Member. Vendor agrees to invoice the MMCAP Member for all Products shipped. Vendor agrees to accept purchase orders. Vendor will accept payment in the form of check or Automated Clearing House/Electronic Funds Transfer(ACHiEFT). Vendor will accept,for payment of purchase orders, Electronic Funds Transfer(EFT)and credit cards authorized by the ordering MMCAP Member. Initial selection of, and changes to a MMCAP Participating Member's choice of payment terms,are subject to Vendor's reasonable credit requirements. If not otherwise provided, payments are due within ten(10)days from Vendor's invoice date. 2.18. Credits and Rebilis a. Vendor will process credits and rebills daily,as notifications are received from an MMCAP Member. In the case of an invoice dispute, Vendor will issue credits/rebills within three(3)business days,after the Dispute Resolution process set forth in this Contract. b.Vendor will provide credits and rebills to each MMCAP Member online,with the option to print a hard copy. c, Vendor will notify MMCAP Member of credit balances as they are generated. An account statement listing open invoices/credit memos will be sent weekly,semimonthly,or monthly,depending on the account's payment tel'Im. d.Vendor credits are valid until they are refunded or the account has used payment. 44 Page 538 of 1076 Concordance Healthcare Solutions, LLC N1NICAP Contract No. MMS 15008 e. In the event of a facility closure, or other extreme event where the MMCAP Member will not be making another purchase through Vendor,the MIACAP Member may cash out its credit(s). L If directed by an MMCAP Member,a credit can be transferred from one account to another account. g. Vendor will clearly identify credits as a credit. h.The Vendor will take all commercially reasonable steps to ensure that credits that become available close to the end of the MMCAP Member's Fiscal Year,are activated for use by the MMCAP Member no later than five (5)business days before the end of the fiscal year. L Vendor's credit memo will contain. but is not limited to the following information: • original purchase order; • original Vendor invoice number; itemized listing of the Product(s)affected; any rebill associated with the credit; ® Reason for the credit(e.g., Manufacturer credit,merchandise return, etc.); • Net credit amount available to the MIVICAP Member. #. Vendor will clearly identify rebills as a rebill. l:.Vendor's rebill memo will contain but is not limited to the following information: original Vendor invoice number; • original order date; • itemized listing of the Product(s)affected; • credit memo associated with the rebill; • reason for the rebill(e.g., Manufacturer chargeback denial,pricing error,etc.); • effective date of the Product Price change. 2,19. Price Audits and Corrections a. In the event of Product pricing error, Vendor must process credit/rebills within 14 calendar days. b. When an MMCAP Member or the MMCAP Office discovers an error in pricing; for an MMCAP Contract Product that favors a facility,the MMCAP Member or the MMCAP Office will notify Vendor. Upon mutual a;reement by the MMCAP Office and Vendor of the error in pricing, Vendor will issue credits/rebills to Iv1MCAP Member,for the time period from the date the error began,to the date it is corrected, subject to timeframe described in letter a of this section. MMCAP and its Members reserve the right to authorize delegate(s), to audit this Contract and its transactions. 2.20. Products Returned to the Vendor Vendor will maintain a returned goods policy set forth on.411arhnrent 1: Vendor's Product Return Policy, for accepting returns from the MMCAP Participating facilities, in accordance with applicable laws, regulations,and normal business practices. 2.21.Product Recalls Vendor's Recall Procedures/Policies are set forth in Aflachmerrt J: tlendor's Product Recall ProceclureslPolicies. If any Product covered by this Contract requires modification,is removed,or recalled by the Vendor,then Vendor shall promptly notify MMCAP and the affected MMCAP Participating Facilities as follows: a.Recall Notification Vendor agrees to notify MMCAP and the MMCAP Participating Facilities within twenty four(24)hours, after becoming aware of any Products covered by this Contract and distributed to MMCAP Participating Facilities that require modification, removal or recall as stated above. Notices to MMCAP shall be sent by e-mail to mnrcap.contracts r_state.mn.us. 45 Page 539 of 1076 Concordance Healthcare Saltations, LLC MMCAP Contract No. MMS 18008 b. Vendor agrees to comply with any process mandated by the FDA,or any other regulatory body if applicable, and will address the recall with each MMCAP Participating Facility. Based upon procedures indicated by awarded Vendor, the MMCAP Participating Facility shall return to Vendor any Products or Product components subject to recall. The Vendor shall pay all freight costs incurred by return of affected Products,and shall reimburse each MMCAP Member for its costs,including freight, in originally acquiring each affected Product. 2.22.Shareback Credits Vendor will manage,at no additional cost to the MMCAP Office,the IVIMCAP Member States or the MNICAP Participating Facilities;the MMCAP annual disbursement of shareback credits,according to the schedule below: a. The MMCAP Office will provide Vendor with(i)an accurate list of MNICAP Members receiving a credit,(ii) the MMCAP ID numbers;facility names, facility addresses, facility cities,facility states,and the credit amount for each facility,and (iii)a check for the total amount of all credits to be provided. b. Vendor must apply the credit to all listed MMCAP Members within fifteen(15)business days of the receipt of the funds. c. Within thirty(34) business days of the receipt of the funds, Vendor must provide to the MMCAP Office, an Excel Spreadsheet detailing the credit mento information. This Excel listing must include the following fields: distribution center,account number, MMCAP Member ID, facility name,facility address,facility city, facility state, DEA (if applicable), 141N(if applicable), date of credit memo, credit memo number,and credit memo amouratt. d. Within sixty(60) business days of the receipt of the funds,Vendor will refund to the MMCAP Office,any remaining dollars for which it was unable to issue credit; this may be for any MMCAP Member that were determined to no longer be valid Members,or that were not able to be located for any variety of reasons. Vendor will work with the MMCAP Office, in order to identify all MMCAP Members to the best of its ability, in an effort to issue all necessary credits; before reftinding dollars back to the MMCAP Office. • Upon initiating the refund to the MMCAP Office, Vendor will provide a copy of the original Shareback Credit spreadsheet,detailing the credit information (received from the fVSMC.AP Office),the reason for non-application of funds, and the dollar amount of the funds being returned to the MMCAP Office. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 46 Page 540 of 1076 Colicordatnce Healthcare Solutions, LLC MMCAP Conti-act No. MMS 18008 I1I.KEY CONTRACT PERFORMANCE METRICS 1. Vendor Performance Requirements Vendor will be required to meet the performance requirements specified in this Contract. Vendor's performance will be recorded in the Vendor Contract Performance Report, and reviewed at the quarterly business reviews with the MMCAP Office. If Vendor's performance is unsatisfactory,as pleasured against the performance requirements described in this Contract,then the Vendor will be put on a corrective action plan. The corrective action plan will detail the MMCAP Office's expectations, and timeline for bringing the Vendor up to a satisfactory level of performance specified in this Contract. Vendor's failure to perform at a satisfactory level,may result in the termination of this Contract,as described in Article 4, Section 3, Contract Termination. 1.1. MMCAP Business Reviews The Vendor's Primary Account Representative for the MMCAP account must attend and participate in business reviews,at least quarterly(every 3 months)during the term of this Contract. Upon request,or if deemed necessary, any MMCAP Participating Facility may also attend. Business reviews will include, but not be limited to the structure and topics in Section 1.2 below. 1.2. Meeting Structure and Topics a.The business review meeting agenda must be finalized a ween:in advance,with significant MMCAP input. b. All data,backup reports,and slides pertaining to the meeting,should be sent to the MMCAP Office at least three(3)business days in in advance,or, as agreed upon between MMCAP and the vendor. c. The quarterly business reviews will, at a minimum,address the following, • Contract attachment; • pricing accuracy; • Contract activity reporting; • industry news/updated; • Product information and updates (recalls,innovations,new Products etc.); • success stories and ongoing new business opportunities; • EDI setup and audits; • customer satisfaction; • Vendor's response to price inquiries; • Vendor performance issues; • Member issues; • conversion activities; • Contract implementation/transition issue; • a briefing on Vendor's ongoing efforts to guarantee MMCAP Participating Facilities receive the lowest available Product pricing at all times;during the term of this Contract; • a briefing on Vendor's ongoing efforts to ensure that additional Product Price reductions are always extended to all MMCAP Participating Facilities; • A briefing on Vendor's efforts to refer the MMCAP Members to Products that represent the"Best valise". 2.Products and Pricing Accessibility 2.1. Contract Attachment Vendor agrees to connect and to provide access of Contract Products and pricing to MMCAP Members,according to their membership stators,and as listed on the Membership Roster of the MMCAP website. Under no circumstance, Vendor will deny access to Contract Products and pricing to a Member, as long as the Member is in good standing and current on payments to the Vendor,as stated in Section 2.17, Payment,of 11. Contract Transition, Implementation and iVanagement,of this Agreement. Vendor agrees to encoicrage the MMCAP Member, procuring 47 Page 541 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Products and pricing under this Agreement,and to extend pricing and applicable discounts, tinder the conditions of this Contract. 2.2. Pricing Accuracy Vendor agrees to extend accurate Contract pricing and all applicable discounts to all Members,as set forth in Attachment A of this Agreement. If due to error,the price that was extended to a Member did not meet the Contract pricing, Vendor must provide a reimbursement or credit to the affected Member,as set forth in Section 1.18, Credits and Rehills, of 11. Contract Transilion and Irrrplementodon. 2.3.Accessibility to Vendor's Order Entij!System Vendor agrees to facilitate,and to encourage the use of MMCAP Contract Products.by identifying those Products directly in its order entry system, In the case where an MMCAP Member is denied MMCAP Contract pricing, the Vendor agrees to send notification to the MMCAP Member,as well as to the MMCAP Office via e-mail at: mmcan.contractsnstate.mn.us. 3.Vendor's Response to Price Inquiries 3.1.Price Inquiries from Members Vendor is required to respond to Product and pricing inquiries from MMCAP Mernbe.rs,within five(5)business days after receipt of the request,or at a mutually agrees] upon date with the MMCAP Member andfor MMCAP Office,for a specific quote request. In order to expedite the process,the MMCAP Member is responsible for providing Vendor with its MMCAP Member 1D and bill to address. Once Vendor identifies the customer as an MMCAP Member,Vendor is responsible,to ensure that the generated Price Quotes satisfy the pricing,as set forth in Attachrnerrt A of this Agreement. Orders placed as Product of generated quotes,will remain consistent with the pricing found in this Agreement. Failure of Vendor,to provide a timely response to customer inquiries on Product information and pricing, will be documented in the Vendor Contract Performance Report, and the Vendor mi4aht be subject to penalties, including termination. 3.2.Price Inquiries from Potential Members In instances in which MMCAP requests pricing from a Vendor,on behalf of custorners who are considering Membership Avith MMCAP, Vendor may provide pricing for the Products,consistent with the pricing of this Agreement, and within the due date requested by the customer, unless such due date is changed under mutual agreement between the inquiring;customer, the MMCAP Office,and the Vendor. Vendor understands that if it does not provide pricing to the customer,this might limit future sales activity wslh said customer,once it becomes a Member. 4.Reporting Requirements Vendor must provide all of the following reports to the recipients as directed below. All reports must be available in both paper copy, and in an electronic Microsoft Excel file format,and contain the required information fields. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract,to ensure the Vendor's required reports meet the reporting requirements of this Contract. If requested by an MMCAP Participating Facility,MMCAP Member State or the MMCAP Office, the requested report must be customized to report data specific to the requesting entity. 4.1. Reporting Tools a. Vendor must provide online electronic access to all purchasing data,relating to the Products that are purchased by each MMCAP Member to the MMCAP Office, MMCAP Member State Contacts, and MMCAP Participating Facilities. Electronic access will provide a system for reporting each individual MMCAP Member's purchases, as well as reports on select groups of facilities. Users must be able to manipulate the data, in order to build reports based on each MMCAP Participating Facility's or MMCAP Member State's individual need, and/or ability to transfer data into spreadsheets in a Microsoft Office compatible format, 48 Page 542 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 b. At a minirntnn, Vendor will provide the following ort-line reporting tools: • Purchase Summary Report- ranks items by sales value,over a designated period of time; • Manufacturer backorder reporting; • rill-Rate Reports' • Contract Compliance Reports. c. Vendor will set up a user login on Vendor's online reporting system for each MMCAP Member State and the MMCAP Office, with all MMCAP Member accounts for reporting purposes at no cost. Vendor will provide the technology to allow one user to run reports for several MMCAP Member accounts,for reporting purposes,at no cost, 4.2. Monthly Sales Data Usage and Administrative Fee Data Reports All reports indicated in this section, must be available in both paper copy and in an electronic Microsoft Excel file format,and contain the required information fields set forth below, Vendor will work with the MMCAP Office during the transition and implementation period of this Contract,to ensure the Vendor submits the required reports in a format and content, mutually agreeable to both parties. If requested by an MMCAP Participating Facility, Member State or the MMCAP Office,the requested report must be customized to report data specific to the requesting entity. a. Monthly Sales Data Usage Reports for the MMCAP Office Vendor will supply to the MMCAP Office,accurate monthly sales data on or before the 10th day of the subsequent calendar month(e.g.,June's data will be due on July l Oth). The report nttrst include Product and Services, and dollar spend amount sorted in descending order,and grouped by Product and Services category. Also,the report MUST include the information set forth below, for every transaction between the Vendor and the MMCAP Member: • Table l details the required fields for the sales data report; 'fable 2 details the required record layout, in a fixed record format. b. Administrative Fee Data Report The Vendor must submit a inoatiltly ffdiirirustrative Fee Data Report with each Administrative Fee payment, tv IMI includes sales made direct frorn Vendor,to the MMCAP Member. The monthly Administrative Fee Data Report must contain the fields set forth below, as those fields apply to this Contract. A detailed data file in Microsoft Excel format will be provided upon request. All required Administrative Fee Data Reports must be sent to Mn.MMCAPnstatemims, on or before 10 days of the second subsequent month(e.g.,June's data will be due July 1 Oth). Failure to comply with this provision, may constitute breach of this Contract. In the event the Vendor is delinquent in any undisputed Administrative Fees, MMCAP reserves the right to terminate this Contract,as set forth in Article 4, Section 3,and to reject any proposal submitted by the Vendor in any subsequent solicitations for medical Products, Services and Medical Equipment, and select pharmacy Products. Tabic t Required Data Fields for the Sales Data Report MMCAP-assigned faeilit 1D MMCAP Facility Name Vendor Distribution Center Code Vendor-assigned Account number for the MMCAP Facllit Customer Invoice Number Customer Invoice lane Number Customer Purchase Order Number Invoice date(mmdd 'y y) 49 Page 543 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Buyer name or equivalent of buyer ID for person submitting the invoices (IVlay be left blank) Vendors(Distributor)SKIT item number NDC of purchased Product in 5-4-2 format as stored in First DataBank,Inc.(may be left blank if not Pharmaceutical) Label Name(Product description) Unit Dose(may be left blank if not pharmaceutical) Pack Size(may be left blank if notpfrarrnaceutical) Unit(selling unit of measure) Case Size(case packain�-,size) Dose(ma,be left blank if notpharmaceutical) Strength(may be left blank if notpharmaceutical) Route(may be left blank if notpharmaceutical) Unit Price(99999.9999)(selling unit Price) Quantity ordered(not Vendor repacka;ed or re-bundled quantity)(999999.9999) Quantity shipped(not Vendor repackaged or re-bundled quantity)(999999.9999) Extension(unit Price multiplied by the quantity shipped)EXTENDED PRICE (99999999.999) Type of transaction(;IMNICAP Contract purchase,other Contract purchase(340B,PHS),not on Contractpurchase) l=Contract item,2=other contract,3=not on Contract Bill to Address 1 Bill to Cit Bill to State(2 alpha postal code) Bill to Zip(standard 5-4 format,no dash necessary) Shi to Address 1 Ship to City Ship to State(2 alpha postal code) Ship to Zip(standard 5-4 format,no dash necessary) Service Fee(9999.9999)(if providing negotiated service fee discounts) rMMCAP Contract Number(N1MSxxxxx) Admin Fee(9999.9999) Credit Indicator(C for credit) Mw1CAP Assigned Wholesaler Code(AmeriSource-Bergen=0.101,Cardinal Healtli=0301, Morrls-Dickson=0701,Bergen=0201,(New codes will be assigned to PPV's during implementation period of the Contract) Manufacturer[Mame(NIFG Name) Class of Trade(if offering volume or tiered discounts) 340B Purchase(I�True,O-False) Manufacturer Part Number Product Category Irlanufacturer Part Number Product Category GLN-Global Location Number(if applicable) GTINI-Global Trade Item Number(if applicable) 50 Page 544 of 1076 Concordance Healthcare Solutions, t.t,C MMCAP Contract No. MMS 15008 Table 2 Excel Column Required Data Ficid Full Name for Sales Data Report A MMCAP-assigned facility ID B Y•IhICAP Faciiit y Name C Vendor Disiribution Center Code D Vendor.assigned Account number for the MMCAP Facility((his should he the shi -to acenunt nnmher), C, invoice Number F Invoice line Numhc( G Purchase Order Number Invoice date(mn:ddv yV) I Buyer name ore uivalent of buyer II)lirr croon submitiin¢the invoiecs(ifavailable) J Vendor's(distributor)SKU item number N�C'of`urehascd YroducEiti�-l-2 fotfrsat as stored in FirsCAa€ Bank,ln6.:(R&ttii6d for `hann5ceutieal Prddii. 1. Label Name/Product Descri tion +� Unit Dace(Ra uired Jbr- harinactutkol Products .. --� —N Pilch Size G Unit Yry P Case Sixc Q . Dose(Required fare hamzaceui ical PFOfhtets R 5.treii lli(Rc cited for hurmaceutical Products), S Route(ReiLuked foi phn6a&Udcal PrWocts) T Unit Price(99999.9999) U Quantity ordered(not Vendor rc ackaRed or re-bundled uantitv)(999999.9999) V Quantity shi r)ed riot Vendor repackaged or re-bundled unntit )(999999.9999) W Extension(unit Price multi lied by the qwntitv shipped)EXTENDED PRICE(999999W999) F Type of transaction(h1YICAP contract purchase,other contract purehase(3.30B,P]IS),not on contract purchase)1=core itent,2=non-core,3=not on contract Y Bill to Address I z Bill to Cit AA Bill to State(2 alpha postal code) AB Bill to Zi (standard 5—:format,no dash necessary) AC Ship to Addtess I AD Ship to City AF Ship to State(2 alpha postal code) AF Ship to Zi (standard 54 format,no dash necessary) AG Service Fee(9999.9999) AtI MMCAP Contract Number(1VIY]Sxxxxx) At Admin fee(9999.9999) A] Credit Indicator(C for credit) AK MMCAP Assigned Wholesaler Code(Codes will be assi iter!to PPI's ifurilig im rleineWeitiorr periodaLflsv rorrtrarf) AL Manufacture Name(MFG Name) AM Class of Trade AN 340b Purchase AO Category AP Manufacturer Part Numbcr AQ List Price At UNSPSC CodefXXXX\XXX) AS UNSPSC Descri roan 4.3. Sales Data Usage Report for the MMCAP Participating Facilities and MMCAP Member State Contacts Upon request from an MMCAP Participating Facility or MMCAP Member State Contacts,Vendor will provide a Sales Data Usage Report within ten(10)business days from the date of the request. The report data will provide a summary of a particular MMCAP Member's total usage by Product and dollar spend amount,sorted in descending order,and grouped by Product category for a specified date range. Upon request by the MMCAP Participating 51 Page 545 of 1076 Concordance Healthcare Solutions, LLC M1VlCAP Contract No. MMS18008 Facility and/or MMCAP Member State Contacts,the following reports must be made available through Vendor's custom reporting tools. Vendor must be able to supply to the MMCAP Participating Facilities,accurate reports with the following information; a. Monthly,quarterly,and annual reports,detailing total purchases(payment amount and units)by individual Product, (clearly identified via SKU, UNSPSC Code, Vendor, and label name)sorted in both label name and descending dollar order. Units must correspond to the packaging. b. Velocity report(fastest moving and high dollar)containing forecasted velocity codes with order points, and order quantities. c. Price change report(twice a month), indicating MMCAP Contract and non-contract Products,with Price changes. d. Physical inventory reports. 'These reports must show the Product label name, quantity,cost per unit,and the extended cost of the Product units on hand. e. Monthly list of discontinued Products and new Products. f. Any other reports required by lay. 4.4. Contract Audit Report Vendor will provide to the MMCAP Office,a monthly Contract audit report within ten(10)business days from the end of each reportable calendar month,during the term of the MMCAP Contract(e.g., June's data will be due on July 10"), This report must be provided in an Excel format(may be zipped),and will be submitted electronically to mn.mLilt istateawstate.mn.us. The table details the required fields for the Contract Audit Report. This report must include the following,for every Product loaded and attached to the MMCAP Contract: Long Field Description Name—Contract Audit Report Vendor Nanic MMCAP Contract Number Manttfactu.'er ProdueE Brand Name Product Generic or Private t_ubel Namc Vendor's Product or Part ID Number Manufacturer's Product or Part 1D Number !tent Description Vendor Reference Contract Number 5 ize Form Unit of Measure MMCAP Contract Cost Contract Start Date Contract End Date 4.5.Vendor Member Listing Report Vendor will provide a monthly listing to the MMCAP Office, of the MMCAP Members attached to the MMCAP Contract,on or before the 10th day of the subsequent calendar month(e.g.,June's data will be due on July i Oth). The report must be submitted electronically to Enn.inultistate a.state.mtr.us. 4.6.Vendor's Catalog for MMCAP Products Vendor must promptly provide the MMCAP Office,with an updated Product catalog,as it becomes updated, covering,but not limited to,the following data: • Vendor number; • Product number; • Product description; • Product selling unit of measure; 52 Page 546 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 * Product Contract price, per selling unit of measure * Product type(Core,Non-Cove) * Manufacturer name; a Manufacturer part number; * case packaging; * list price(per selling unit of measure); UNSPSC. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 53 Page 547 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT C: MMCAP MEMBER PARTICIPATJON AGREEMENTS [REMAINDER OF PAGE LE TINTTENTIONALLY BLANi KI 54 Page 548 of 1076 Concordance Healtheare Solutions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT D: SERVICE AREA, Service arca based on states and cities whom MNICAP has executed Joint Powers Agreements(.TPAs)with. Alabama ENEBEM Arizona Arkansas California City of Los Angeles City of Chicago Colorado Connecticut Delaware District of Columbia rlorida Georgia Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont lVirginia Washington West Virginia 1wisconsill lWyorning IIEM [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 55 Page 549 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT E: VENDOR'S CONTRACT IMPLEMENTATION AND TRANSITION PLAN Concordance has a detailed transition planning tool that we%will use with any MMCAP accounts who decide to utilize us as their distributor. A copy of the planning template was attached to our previouSly submitted Technical Response. It is an 8 tabbed spreadsheet which we would recommended be included here by reference only. Below is attached a picture of the tool. CONVERSION SAMPLE CONVERSION PLAN 1� A Team Planning Strategic Plannhig Meeting(lief' All Concordance A'Z"Cos. oals/ mea .) D "Contacts.GTitble.etc.. s°noel .. .. . . ... ..... i A.2 Customer mckoff meehug B Conversion Team A.3 Establish accty's and snip to's D tanrersioa Tesco B'Co�n�x�na�ications FM GPO notification if neeessa[ti' i+facerial Fl.mi - Fe:scnnel £.3 Obtain signed manu(acivrer letter C Material hs 1 z e:sonr. 3 Concordance Internal Conversion D D D D D D D D Coarersion Meetings Teen Conversion TiMOH11e TEAM PL,�NMNG CC3hi",.TUNIC JIONIS ED[ REPOPTIh ... EDI_REPOR-ENG REQUIREMENTS LOGISTICS DATA CONVERSION FINAL PREP TESTING POST CONVERSION ... [REMAINDER OF PAGE LEI-T INTENTIONALLY BLANK] 56 Page 550 of 1076 Concordance Healthcare SoEtttions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT F: NIMCAP CONTRACTED MANUFACTURERS LIST (if applicable to this contract) Nutritionals Medical Food Diabetic Syringes ] roduets Abbott Nutrition I-lormel AaaMatrix, Inc. Nestle Kent precision Foods ARKRAY USA,Inc. Nestle Infant Nutrition(Gerber) Retractable Technologies, Inc. Nutricia Roclte Diagnostics Mead Johnson Abbott Diabetes Care UltiMed Trividia [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 57 Page 551 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT G: VENDOR'S SHIPPING POLICE' Other than any direct drop shipments from mantufacturers, Concordance would process all orders, billing,delivery,and Customer Service within the Concordance organization. Concordance determines the shipping method based on the most efficient process for each specific location. Concordance has favored pricing contracts with Fed Ex and also uses LTL, messengers,and our OWn trucks. Stocked items will be delivered in 1-2 days depending on location. Non stock-- 7-10 days, depending on manufacturer availability. All scheduled deliveries with be FOB destination. freight charges for any back-ordered item that has to be shipped from an alternate distribution center will be the responsibility of Concordance. There will not be any minimum order charges on scheduled deliveries. There is a 2PM cutoff time for the order to arrive for processing,orders which arrive after 2PM will be processed the next business day. Freight for special orders which require same-day or overnight AM delivery will be negotiated depending ort product and delivery location. Freight on capital equipment shipped direct to the end user from the manufacturer will be negotiated. There will be no fuel surcharges from Concordance. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 58 Page 552 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No, N NIS 18008 ATTACHMENT H, VENDOR'S STOCK OUTAGE AND BACKORDER POLICY Concordance first priority is to PREVENT backorders. The Concordance operating system, and Purchasing Department continually monitor and adjust usage to maintain inventory levels. Most customers are notified of any backorders electronically via EDI transaction set 855.For orders not placed via EDI, Concordance customer service representatives can send a daily backorder report with information noted as to when the item will be available. Backorder and open order reports are also available on our website for customer access to real- time information. In the case of an extended backorder from the manufacturer,our customer service representatives trill communicate this information and,with MMCAP, identify a substitute product that is clinically acceptable. No product will be substituted without the prior agreement of the MMCAP member. In addition to the standard backorder process, we can also generate a report that looks ahead 14 days and highlights any items that have an inventory level below the average 14-day usage. 'These items are then reviewed by the Concordance assigned customer service representative. Our customer service representative will determine if product is in Witte or if an alternative plan needs to be evaluated. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 59 Page 553 of 1076 Concordance Healthcare Solations, LLC MMCAP Contract No. MMS 18008 ATTACHMENT I: VENDOR'S PRODUCT RETURN POLICY Authorization must be received from the Concordance Return department prior to returning merchandise for any reason. Credit for merchandise returned without authorization is subject to denial. Product must have been purchased from Concordance. Product must be in original packaging. Return request should be made within 30 days of invoice date. Carton must be sealed and in saleable condition. Credit may not be issued for product that is expired or will expire within 30 days,discontinued items, refrigerated iterns or custom orders. Return Request-The following information is required when requesting a return authorization:customer name and number,date of purchase, original invoice number, product item number, product description and reason for return. Upon verification of the above information and the return criteria has been met,the Concordance Return Department will assign the RGA for the merchandise to be returned. Return Methods—Customers are responsible for returning products to the Concordance location noted on the RGA, except for merchandise shipped in error by Concordance or for products under manufacturer recall. Please ship via a traceable method,as Concordance cannot be responsible for products that do not arrive at our facility.Call tags will only be issued when a Concordance error has been made. Freight on Returned Merchandise-All applicable freight charges and call tag fees are the responsibility of the customer,except for merchandise shipped in error by Concordance or for products under manufacturer recall. Credit Procedures for Returned Merchandise-All stocked merchandise may be subject to a minimum 25%restocking charge, except for merchandise shipped in error by Concordance or for products under manufacturer recall. Noll-Stock and/or special order merchandise may not be accepted back for return Nvithout express written approval by the manufacturer and may be subject to a minimum 25%restocking fee. The credit will appear on the next month's statement following receipt of product at the Concordance warehouse. Customer returns are processed by our customer service and returned goods departments. Upon notification from a customer that a return is required, our customer service team will process a return goods authorization which is assigned a return order number that can be used for internal tracking purposes. Our returns department is given a hard copy of the RGA which they use to validate the return upon receipt of product. If the product requires return via commercial carrier, a call tag is issued that includes a confirmation number that can be used for traceability. If we are picking the product up via a Concordance vehicle;the tracking method is Concordance's internal RGA number. After receipt of product and collection of any additional information needed,credit is issued by our return goods department to our customer immediately based on the disposition of the product. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 60 Page 554 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. Mr-MS 18008 ATTACHMENT J: VENDOR'S PRODUCT RECALL PROCEDURESMOLICIES Upon notification frown a manufacturer of a product recall,Nve immediately implement internal communication to all Concordance distribution centers with instructions for quarantine and/or return of product,according to manufacturer specifications. Within 24 hours of receipt of notification, we send a written notification to all customers with purchase history on the products impacted by the recall with instructions. We have the ability to isolate customer by lot number for most manufacturers,however,we extend our sales history window to insure we communication recall data to every potentially impacted customer. Product recall notifications received from manufacturers involve the following process. 1. Receive original notification(via letter or email)from the vendorhtianufacturen 2. Recall notification is provided to one employee responsible for coordinating all recall processes. 3. Scan the original notification and save on Concordance's"public drive"folder for all employees to access. Depending on the scope of the recall, the notification may also be placed on Concordance's web site. 4. Identify the affected product numbers and lot numbers in Concordance's system. 5. Communicate the recall notification and affect product information to each respective Concordance DC recall coordinator. 6. Go out to the warehouse to the affected product's location and check product for any affected products within our inventory. 7. Quarantine any affected product and place it in the respective DC returns department so it cannot be purchased by customers. S. Identify in Concordance's order history what customers may have purchased and received any affected product. 9. Send recall notifications and a copy of the notice from the vendor/manufacturer to all customers that may have purchased affected product and explain what products and lots are affected. Give instruction for return to Concordance or the vendor/manufacturer,whichever the original notification states. 10. Notify all return departments and all customer service departments at Concordance of the recall and give them the instructions that were given to the customers. Returns departments follow specified procedures for processing the return and related credit to customers. 11. Notify all receiving departments at Concordance to watch for any affected products being received on open orders from the manufacturer(which may have been in transit during the notification period). Qaarantsne and return product to the respective manufacturer. 12. Once items are returned from customers, notify vendor/manufacturer of all affected products;return or destroy product and file for credit from the vendor/manufacturer. [REMAINDER OF ['AGR LEl=T IN'fENTiONALLY BLANK] 61 Page 555 of 1076 Concordance Healthcare SolEltions. LLC iv1MCAP Contract No. MNIS 18008 ATTACHMENT K: VENDOR'S BUSINESS INTERRUPTION PLAN Concordance brings an expertise to developing site specific action plans for a variety of disaster conditions whether they are environmental, biological or results of acts of terrorism with our local,state and federal emergency response tears,as well as 0111•customers and manufacturers, Concordance has developed templates for identifying,storing and delivering supplies under multiple sets of circumstances including fire and pandemic. Concordance recommends the immediate sharing of 24/7 emergency contact numbers and can quarantine product upon request. We Carl utilize our multiple distribution centers as back-up in the event one center is rendered inactive. Each dedicated Account Manager as well as Customer Service can notify their account should there be allocation issues and help to find substitute praducts irr event of shortages due to natural or manmade emergencies. Emergency Preparedness Disaster and Emergency Contingency Plan and Contact List The following disaster codes have been developed to help guide both Concordance employees and Customer personnel through important steps in any emergency disaster/emergency response scenario. Code T re Scenario Response Timeline T -acs of Causes First Step t i Natural V"',other#acal livIMGD1ATL i 'realan�l disaster that rtt(Cal/ilY.113ledTate y t rr m lrtezerzcy T�eeDtastet elevated patient vqun�e Call Concordance Aetit�n Re Mitt,d Response 'ded � t e ex�lastalr;accrder><t,, z� fire,oz#}tlrer dlSastErs $x. .:,..F • z = � �� '` o#her seasotra!event - r" .Terms Product; _ I portant=/ActlOit ananufacturer backorder, •. $apply or Pr, dtict Required wltlrm 2�l p0tentlal tnarease nr Gall Concordance " Demand ke"Iated ` hours patient volume` lue to �� '_' wrdespread I'apdemtc - Not"Critical"I Same Day Action Required, Disaster plan testing and 3.0 code Emergency Disaster unless Customer does drills; information YELLOW Testing/Planning not require Call Concordance gathering far disaster plan information or other development "live"emergencies take dori 'r' ! t Service Center Dauer dA; ttsrtl ttan, p 41 Cade lJtnergency or Crattcal/Inrmedlate tnfarrnatran systems Call Concordance OKAY Collrutrtalcatt0trs �cttost Itequtred ; 'failure;weatlrer related 62 Page 556 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 1.1 CODE RED Major Local/Regional Medical_Disaster In the event of a medical disaster of such magnitude as to require emergency delivery of inedical supplies to multiple hospitals or an individual facility in a specific area,the following procedures will be followed: Customer Supply Chain 1 Facility Materials Management staff will be notified of such a disaster according to hospital notification procedures. In the event a disaster is called during traditional bIISU]eS5 hours(8 a.m.to 5 p.m. weekdays), Materials Management staff or other authorized facility personnel will immediately notify Concordance of such action. Communication should be made to Concordance and all appropriate Customer stag In the event such notice is required during q f business hours, Facility staff will notify Concordance in accordance with the attached Concordance Distribution Center Contact Numbers and Emergency Disoster Phove Number List. As much information as possible should be communicated, including scope of the emergency,primary contact person at a facility, potential product needs,anticipated time of need,delivery location,and any other information that will help Concordance prepare a response to lite emergency. o If a list of medical products identified as critical emergency items is maintained by Facility Materials Management staff, it should be communicated to Concordance. Likewise, if a Customer facility has established a pre planned emergency disaster order, it should be communicated to Concordance. Both types of emergency documents should be provided and will be stored in hard copy format in a special Cie designated as "Emergencv Orclers"in the Concordance customer service operations area of the distribution center that services each respective Customer facility. s in the event a pre-planned critical emergency item list or disaster order is not provided or on file,Facility Materials Management staff Will work with Concordance staff to determine specific product requirements. Based upon staffs appraisal of such disaster,multiples of this critical item listing can be requested. Once product requirements are identified,Customer will provide Concordance a purchase order number or some type of authorization number or name in order to enter product requirements into our system. Concordance will activate picking and packaging of product in the shortest timeframe possible and arrange for inunediate shipment to the facility using best means available. o During normal business hours,picking and packaging of emergency product will normally be completed within I hour,depending on the scope of the disaster. Shipment time will depend on distance to facility. o During non-business hours or weekends,additional time will be required to assemble the appropriate personnel needed to enter demand data into our system to facilitate product pick. Timeframe will normally not exceed two hours; however,it will vary depending on time of day and scope of the 63 Page 557 of 1076 Concordance Healthcare Soltttions, ILC MMCAP Contract No. MMS 19008 emergency. Concordance will expedite the fastest response possible. For 11011-business hour emergencies, Concordance may elect to complete any additional ordering documentation the first business day immediately following the disaster requirement. o"Pre-purchased"disaster product which is sequestered and inventoried at Concordance will be released upon notification from Customer. • Concordance will expedite shipment of products to facilities/facility using best means available (Concordance truck or van,employee vehicle,contracted delivery vehicle,etc.). Concordance will not charge Customer for eiiierp-eiicy disaster_deliveries. e Concordance will immediately pursue replenishment of product so that other Customer demand is not impacted. Note: Concordance will work with Materials Management staff to create the critical item list using historical usage information and departmental feedback and/or a disaster scenario formulary, in a similar format as provided by Association for 1-lealthcare Resource&Materials Management(AHRMM),Health Industry Distributors Association (I IIDA),and Health Industry Group Purchasing Association (1-11GPA). iln example of ozzr disaster-forttzztlrrty cart be provided for a fiacility to develop their critical item list_ Additional Concordance Internal Procedures o Concordance will assemble a Disaster Response Team upon notice of disaster. This team will consist of the following individuals at each respective distribution center,depending on type and timing of emergency: ■ Chief Disaster Coordinator ■ Customcr Service Representative or First Primary Contact(employee receiving the initial call) • Human Resources Manager • VP Information Services(or senior information services representative) ■ Warehouse/Operations Manager • Purchasing Manager Chief Financial Officer ■ Other Concordance employees will be involved as needed (i,c. Account Managers, Customer Service Representatives) O This Committee, in conjunction with Facility staff,will evaluate the supply needs of such disaster and all necessary Concordance staff will be assembled, Subsequent to the shipment Of the critical emergencv items earlier identified,Concordance will commence shipment of specific emergency 64 Page 558 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS18008 supplies as ordered on a rolling delivery-basis. Emergency deliveries will be made as orders are received,and may be as frequent as every thirty minutes if necessary. Until such time as adequate supplies are in route to the hospital, this cycle will continue. o Concurrently with such Cinergency deliveries,Concordance's Disaster response Team and Customer Facility Materials Management staff will pursue the following additional alternatives if needed: ° Materials Management staff and Concordance personnel will contact other local healthcare facilities to request available emergency supplies_ Concordance will identify other local and regional health care facilities to request emergency supplies. Product may be transported from these institutions by Concordance to the hospital. o hr the event such disaster is so widespread as to impact all local healthcare facilities and accordingly depletes or potentially impacts Concordance's supply of such critical items: Concordance Purchasing Staff may immediately place affected products on an Allocation Code/Restriction status and product Will be allocated according to historical facility usage or demand,enabling supplies to be provided to as many facilities who have ordered the product as possible. Concordance Purchasing staff and Customer Service staff will utilize our Alternate Itenn l Product Cross-Reference System to identify potential substitute products for any item will limited or"zero"remaining inventory. Manufacturers will be contacted to air-freight such supplies as required to the end user Customer facilities. ■ Concordance will contact one of our other respective facilities—Shelbyville, IN, Kalamazoo, Ml, Mocksville,NC,Tiffin, OH, Knoxville, TN,Ripley, WV, St. Louis,MO, Phoenix,AZ, Wichita, KS, Baton Rouge,IgA,Chicago, IL,Secaucus,NJ, Sioux Falls,ND, Billings, MT,Rapid City, SD, Waukesha WI, Brooklyn Pari:, MN, Fargo,ND —and other distribution organizations and/or manufacturers and request cross-industry support. If products are not readily available within our network or from manufacturers,other distributors will be requested to assist in such emergency supply deliveries. 1.2 CODE RED Other Local"Limited_Scale"Medical Emerl!eneies In the event of a medical emergency requiring emergency delivery of medical supplies on a limited scale,the same procedure will apply as outlined above. Facility Materials Management staff or other authorized facility personnel will immediately notify Concordance of the emergency situation and provide the appropriate product need information. Concordance will immediately initiate picking of produCt(s) and arrange for the most expedient transportation possible from our nearest distribution center, If absolutely necessary, Concordance may contact other healthcare facilities in the effected Customer facility's vicinity and 65 Page 559 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 arrange for transfer of inventoried product. Concordance will commit whatever resources are necessary in order to effectively meet our Customer facility's immediate emergency need. ��+Y}T5- iii+. ' 4r� �•� �:d'r.:F, L':.'a :��r_M'1Y"3 S. h�'^�Z-'� �Y' 3` �»�+fl��•� .E°F sfi .y'�•a.�t ie.GM• �:.E.�F=.FBF'f�^� ���••�}f'..Y^R' ���ay_.JY�•' +�Z` �•� �"L Y' 4 ��-r��� +�RS �, JkV1L?' � �r` �� $ Y .�� ':"•- fir�,��� n`'��3.k§�5.�.-5�°�r ��!'.���°'"5 S Yd �r_.k �,tt"s 4�i o'2 � H'.�,�3 �5���� "`^�"..3.'��`�i'Y�`�w a�`��'�,r��' �',�:<.t�i, "....,�_.u •.�t,�.x;�£tit�•�,�.�.�--" ����` �"�'-.'.�..s�''� �L.<ai�";�'.,��7,+`��t3 w�.,:s.� `�..�.��.�x�`� ar�� .,'�3ac.r.�.yl!4sz"�; 2.1 CODE GREEN: Extended Manufacturer Welcorder Emergency Scenario Once Concordance is notified of a manufacturer disaster or capacity limiting event, we implement the following procedures: a. Immediately initiate communication with a manufacturer and determine What stock levels can be allocated to our distribution centers based on our historical purchasing patterns; b. Communicate Customer utilization data to our field and customer service representatives; c. Communicate alternative substitute item recommendations as available to field representative,customer service rep, and Customer Supply Chain staff; d. Place all inventory ort allocation and release product based on historical Customer usage; e. Escalate communication with manufacturer representatives to support Customer emergency situations; f. Order-and receive product on an expedited basis as available from a manufacturer. If a backorder situation is not cleared,Concordance staff and Customer Supply Chain staff will work together to identify and source alternative products. 2.2 CODE GREEN Seasonal Product Demand Increase 1 Customer Event-Driven Shorty re Unforeseen peak demand periods"can'result in product availability delays if communication is not managed effectively among all parties—Customer,Concordance,and manufacturers. Concordance maintains over 30 days inventory for all products regularly purchased and requested for stocking,though there may be fluctuations due to customer demand spikes,manufacturer backorders,and manufacturer lead time changes. Our systems are designed to adjust for peak demand periods based on history and forecasted increases in usage that are provided by Customer. Concordance field representatives are responsible for working with each Customer facility to determine potential peak demand cycles(i.e. "normal"flu season),and to plan for critical product needs. If it is determined additional inventory needs to be purchased to protect against potential product shortage situations;Concordance will work with manufacturers to bring additional inventory on hand. For this process to be effective, it is critical that two-way communication occur. In the event a Customer's usage escalates beyond anticipated demand and actual inventory levels;or a manufacturer places product on allocation due to widespread demand increase,additional actions Will be taken with Customer Supply Chain staff to identify and source alternative products to meet clinical requirements. 66 Page 560 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. 1NIMS 18008 2.3 CODE GREEN Healthcare Pandemic Planning/Response Preparing the healthcare supply chain and providers for a large-scale national flu or other pandemic requires communication and cooperation fi-om all parties involved in the supply chain—providers,federal/state l local government, distributors,and manufacturers. The length of a pandeinic cauld span anywhere from 3 to 36 months,and according to many healthcare industry experts, the risk of ongoing annual pandemic situations due H INi,H5N 1,and other flu strains/disease states is increasing but not necessarily predictable. There are many qualified opinions on the subject and industry-wide standards on how all parties coordinate the supply chain response are still in development. However, it is important that Concordance and Customer continue actively communicating and developing plans to increase the probability of continuity of supply. Important issues/action steps Concordance and Customers should consider in advance of future pandemic situations: e Anticipate product demand o"Types of products: syringes,gloves,gowns, masks,rapid diagnostics, hygiene products;water, IV fluids R sets,etc. Pre-determined list of products should be developed and communicated to Concordance o"Push-Pack"options—pre-packaged materials for provider protection and patient care can be developed and maintained in inventory o Pre-Assess amount of supplies required in a pandemic, anticipate usage,and prioritize products; determine substitute options for products that could develop into back-order status; and communicate information to each party o Discuss options for allocation of product in the event of a large-scale surge in demand Concordance has the system capabilities to place any product on allocation or restriction in tune of national back-order with"'primary"custorners such as Customer receiving"first priority" service e Address challenges in potential logistics scenarios a Parameters for determining priority status for orders/deliveries--most severe areas of incidence and large metropolitan areas are the highest priority o Assess storage/warehousing capabilities and delivery to alternative locations—off-site store rooms, temporary"Snake-shift"care locations ■ Concordance is confident in its capacity availability to support our response in the event of large surge in demand o Discuss potential security limitations for deliveries and steps to prevent uninterrupted supply o Address compromised transportation systems(third party delivery vs. owned-vehicic delivery) 90%of Concordance deliveries are made via our own vehicles 67 Page 561 of 1076 Concordance Healtllcarc Solutions, LLC i1 MCAP Contract No. MIMS18008 ® Develop communication system to ensure continuous connectivity o Email, Phone,Cell Pllone contacts—Concordance and Customer o Identify primary contacts for"who'will deal with pandemic situations at each provider location o Discuss "Stockpiling"issues o Negative impacts of stockpiling—product expiration, resource and space constraints, unpredictable demand, impact on continuous supply to all providers o Assess how government stockpiles will support provider demand and how they will be accessed ® COtnnlunlCate with manufacturers o Factor in circumstances that could impact manufacturer ability to produce supplies, i.e. international events, border closures,quarantines o Identify primary source for manufacturing products(US-based, off-shore)and place priority on US- based manufacturers o Identify alternative products recommended by a manufacturer in the event of supply disruption o Stay appraised of manufacturing ramp-lip periods and special inventory programs 4 Anticipate impact on employees o Cross-train employees to support potential impact from sick leave o Establish thresholds and protocols for calling in sick, quarantines,employee interaction,and travel 3.0 Code YELLOW -Emergenc .:Dlsastei Training 3.1 CODE YELLOW Emergency DisasterTesting f Planning Scenario Periodically,healthcare providers will need to test internal and external disaster plans and may require various levels of support frons Concordance during this testing. Upon receipt of"any"type of disaster call or communication, Concordance personnel will qualify the disaster event and direct required internal support for Customer. If a disaster call or communication is for testing purposes,Concordance personnel will treat our response with the same time sensitivity as we would live disaster scenarios. However, Concordance does request that Customer inforin us whether[lie tail is related to a test or live event,so that our resources can be allocated according to clinical priority. In the event a healthcare provider requests Concordance to implement a physical operational response for testing purposes only, a reasonable charge to cover costs of labor and transportation may be invoiced. NOTE: The initial recipiew of the call must remain involved throughout Concordance's disaster response to insure that Customer's needs are mer Dzving disaster "tests" or lire scenarios, only direct co+nmtvuc•alion is appropriate for relaying required actions to other Concordance employees(i.e. either face-to face or duet!phone communicalion). 68 Page 562 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 r ` , ��,CODI�GR�.Y Se�tce Cettfcr Etitergt'ncy � } N Y \ tl/o;t � I71�1)ilc�tiol�S i !tl�frnii f 4.1 CODE GRAY Concordance Service Center Enieigenev In the event one of our distribution centers is damaged due to weather,acts of God, war,or other circumstances and the damage impacts continuous supply to Customer facilities, Concordance maintains a Disaster Recovery Policy and Information Systems Disaster Plan at each distribution center. This policy contains the procedures for data and inventory transfer in the event one of our service centers is rendered less than 100% functional. Specific daily procedures are outlined for back-tip of data and off-site storage of back-up tapes. If a distribution center is not capable of providing ongoing services, Concordance will transfer support to one of our other distribution centers--Shelbyville,IN,Kalamazoo, MI,Mocksville,NC,Tiffin, OH, Knoxville,TN,Ripley, WV,St. Louis,MO, Phoenix,AZ, Wichita, KS,Baton Rouge, LA,Chicago, IL,Spartanburg, SC,Secaucus,NJ, Sioux Falls,ND, Billings,MT. Rapid City,SD, Waukesha WI, Brooklyn Park,MN, Fargo,ND --for the duration of the service delay. This type of disruption may require us to request cross-industry support from other distribution organizations and/or manufacturers. Our industry understands the need to provide support to all participants in the supply chain,and our relationships with other distributors will be leveraged if required. 4.2 CODE GRAY Local or Regional Communications Disruption In the event there is a local or regional power outage or communication grid disruption that affects one of our distribution centers,Concordance has contingency plans in place to restore operations. For power supply to our information systems, we have an uninterrupted power supply(UPS)system installed to maintain power to information systems and phone systems in the event of short-term, intermittent power supply issues. For extended interruptions,our facilities have on- site back-up generators capable of providing sufficient power capacity to support critical operations—system, phones, emergency lighting. We also have back-tip generator capacity available through local sources and through a contract with a regional power network. For power supply to operate lighting and other power source needs,we have a separate power feed system for rapid activation of our back-up generator(s). Concordance also has redundant data and phone systems in the event of the primary feed being inactivated. 4.3 CODE GRAY Concordance--Customer Notification/Alert System fin the event of communication_ disruption) Irl the event communication with one of our facilities or listed cell phone contact numbers is not possible due to power outage or communication line impairment, Customer facilities can contact one of our other distribution centers at the numbers provided below or physically drive to one of our distribution centers. if communications are impaired,we will have staff at our facility. If these actions do not result in positive contact,Concordance's field Territory Managers will use best effort to physically contact each Customer facility to help facilitate communication of product requirements to each respective distribution center. These procedures will be implemented until normal communication is operational. For LUM/Stockless Customer facilities,Concordance may push orders to Customer facilities based on historical usage data or pre-planned emergency disaster orders on file at Concordance. Coyrcordaiice is coinirtitted to providing the highest level of service and product sourcing/logistics snp,P 1 to Customer facilities, and we will deploy every necessmy t•esow-ce to Provide uninterrupted service. Ow,nineteen distribution centers—Aelbyville, IN, Kalamazoo,11I, Mocksville, NC, Tiffin, Off, Knoxville, TN, Ripley, St. Louis,A10, 69 Page 563 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Phoenix, AZ, Wichita, KS, Baton RouI LA. Chicago, IL, Spartanburg, SC, Secartcrrs, NJ, Siorcr Falls, JVD, Billinzs, YVT, Rapid City, SD, ff"aukesha TV1, Brooklyn Park, AIX. Fargo, ND —will be wiliaed to support any Customer_xilht impacted b})either-Medical or specific service center crner'gertcies. SUMMARY—Concordance Distribution Center Contact Numbers Legacy Kreisers Locations Hours of Operation: BusinesslCustomer Service=Sa-5p M-F - Warehouse=8a—5p NI-F _ Closed Sat& Sun �CaII Qrd~V� � 4 ToII l+ree Local FAh F 1. Business Office/Customer Service: 866-999-4650 406-252-1935 2.After nours.Warehouse Contact Number: :.866-999-4650 .. .:. ii s 1 1 r i Hours of Operation: Business/Custorner Service=8a-5p M-F - Warehouse=8a--5p M-F - Closed Sat& Sun -Gail Ori�er � Tull FRee Local I,+ax t 1. Business Office/Customer Service: 800-843-7948 2.After Hours Warehouse Contact 8007843-7948 Number: Hours of Operation: Business/Customer Service=8a-5p M-F - Warehouse=8a—5p M-F - Closed Sat&Sun 1. Business Office/Custorner Service: 800-747-4450 701-298-6600 701-235-7920 2 After Hours Warehouse Contact 800 7474450 Nurnber; Hours of Operation: Business/Custorner Service=Sa-5p M-F - Warehouse=8a—5p M-F - Closed Sat& Sun q 1. Business Office/Customer Service: 800-342-2773 605-336-1157 2. After..Hours.WarehoUse Contact Nurrrber; 800 X40-2773 Hours of Operation: Business/Customer Service=8a-5p M-F - Warehouse=8a—5p M-F - Closed Sat&Sun "�aXI Q)flC) r f � `- 7'trll Rree a � L`oCal r4ix " ,, _-_:,. ..,_.....,-._.�.a......-...,...h.f�.:.-,. _.-.._.,::.�., r . ,,.-_-..tom.._, ._..., ,,...,....,... . r.__,......:....<.._,..'... ,.. ..... ... ........ ._..-. .... ., ,..<.....,. i:... _,,. ...?..-,. _....-'-- E'c 1. Business Office/Custorner Service: 800-843-7948 605-336-1155 605-336-1157 70 Page 564 of 1076 Concordance Healthcare Solutions, LIC MMCAP Contract No. MMS 18008 Legacy Kreisers Locations I After Hours Warelimise Contact 60.5-350445 605-342-8212 Number: Hours of Operation: Business/Custorner Service w 8a-5p M-F - Warehouse=Sa--5p lvl-F - Closed Sat&Sun Ca1d Qrsler - Toll t;�;re} r Local ;Fait 1. BUSIneSS Office/Customer Service: 855-446-5460 262-446-5460 262-446-5480 2.Atter Hours Warehouse Contact gpp,242-6248 ` Nu€nber: Legacy MMS Locations Hours of Operation: Business/CUstomer Service=8a-4:30p M-F - Warehouse=6:00a--7:OOp M-F - Closed Sat&Sun Call Order` f To11��-ee� 'Local ' far, �� ` 1. Business OMCOCustomer Service: 800-473-2332 225-216-3329 225-216-3346 2. .laso» over Cell Phonhe-:864-441 `. 8966 3. Larry Bennett Cell Phone: 832-360- 0969 4.Brent I3aham Cell Phone-225 892 8926 ` Hours of Operation: Business/Customer Service=8a-4:30p M-F - Warehouse=4:30a—9.00p - Closed Sat& Sun A } CAII Qt�� n f '1cU31reE r3 Cal r e TSA <f ,n. . y. 1. Business Office(8a-4:34p): 800-736-2115 314-291-2900 2 Customer 4:30p) 806-.47.3-2332 800-352-1778 3- Clarence Bailey Cell Phone: 314-486- 5380 4.. Chas Arnold Cell Phone-:314-662- 860:736,72 1 15-Ext. 4861 1341 5. Gilbert Smith Cell Phone:314-809- 800-736-2115 Ext. 1306 1804 71 Page 565 of 1076 Concordance Healthcare Solutions, LLC N4MCAP Contract No. MMS 18008 Hours of Operation: Business/Customer Service=8a-4,30p MI -F Warehouse=6:00a--7:00p M-F Closed Sat&:Sun I Business Office/Customer Service: 800-777-2634 602-3)06-1722 602-306-1787 2. Rocky-Dicola C en Ohone; 602 U -505- 0-177-2634 Ext. .2659 699. . 3.Jaime Rodriguez Cell Phone: 602-258- 0628 Cell Phone:602=748- 4.Tony Urena .7133 Hours of Operation: Business/Customer Service=8a-430p M-F Warehouse=6:00a—7:00p M-F Closed Sat&SLIII Call Order r .' � "� Tell Free s Loca1 �'as - 1. Business Office/Custorner Service: 201-223-4602 201-223-4607 2.After Hours'Warehotise corl 4 20l 2234602 P um cr: Hours of Operation: BUSinC55/CLlS(OTner Service=8a-4:30p,lel-F Warehouse=6:00a—7:00p M-F Closed Sat& Sun I Business Office/Customer Service: 800-882-8889 630-231-0440 630-231-4626 Cell Phone:630-9.I8- 2 Scott Harris 7077T .). 3 Cell Phone, 630-561- Craig Ashley 0215 FJOUrs of Operation: Business/Customer Service=8a-430p M-F Warehouse=6:00a—7:00p M-F Closed Sat& Sun "N L 1. Business Office/Customer Set-vice: 800-473-2332 316-945-6941 316-616-0000 2. John Frazier. Cell:Phone::3.16-648-w...... 6137 3 Cel! Phone:316-992- Myles Sipe 7146 72 Page 566 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 Legacy Seneca Medical Locations p%1:11alligliggil 111:11111pl; Im M' MEN= Hours of Operation: B LIS]neSS/C UStOMer Service=8a-5p M-F WarelioLise=6:30a- 12midnight M-F Closed Sal&Sun 1. Business Office/Customer Service 800-762-7324 865-281-4100 865-281-4108 (8a-5p): Warehouse Contact 2. :Aftu Hours Wai g00-7G Est. 4131 Number' .. 3. Greg Finger, Chief Disaster Cell Phone: 865-360- Coordinator 6670 FI 1 1 flIffr=_1 Hours of Operation: Business/Customer Service/Warehouse 8a 5p M Closed Sat&Sun 1. Business Office/Customer Service 877-268.0592 269-381-0866 269-488-0088 (8a-5p): 2. Aii Mddle,Chief Disaster Cell Ph6ne- 269-615- .: MEN= Hours of Operation:BUSineS5/CUSt0n1Cr Service/Warehouse 8a 5p M Closed Sat&Sun N 1. Business Office/Customer Service 855-242-0816 336-751-0690 336-751-0692 (8a-5p): 2. JmTide Rucker,Chief bisaster.. Cpl1Phone:.A19-9377. Coordinator 2;::4179 A Hours of Operation: Business/Customer Service=8a-5p M-F Warehouse=6a— ]a M Closed Sat&Sun Z 5"T 1. Business Office/Customer Service 800-445-5153 304-372-8022 304-372-4102 (8a-5p)-. 2.:After Hours Warehouse Coiitact . . .... -44 .6 8005 .153 : 3. Jon Hall, Chief Disaster Coordinator Home Phone: 304-372- 1552 Cell Phone: 304-532-4402 Hours of Operation:Btisiness!Custoi-nerServicelWarehoLise=8a-5pM-F - Closed Sat&Sun 1. Business Office/Customer Service 866-326-0313 317-398.8301 317-398-3604 (8a-5p)-. 73 Page 567 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 2. Kathy Mann,Chief.Disaster Cell Phon e: 317 512- Coorditator 7483 3. Kim Gons, Business Manager Cell Phone: 419-937- 4140 Hours of Operation: Business/Customer Service-Sa-4:30p M-F - Warehouse=3a— 12 midnight M-F Closed Sat&Sun Cat!Qrtler Tall)Free_ Loca3 F+a 1. Business Office(8a-4:30p): 800-447-0225 419-447-0222 2. Customer Service($a-4:30p). 800-447-0226 4 19 44 7-7201 3. After Hours Warehouse Contact 800-447-0225 Ext.2349 Number: Cell Phone: 419-934- 4 Pat I-loepf,Citief Disaster Coordinator 3637 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 74 Page 568 of 1076 Concordance Healthcare Solutions, LLC MMC:AP Contract No. MMS18008 ATTACHMENT L: VENDOR'S ESCALATION PROCEDURE Concordance goat is toprevent disputes and discrepancies. Our primary strategy for prevention is Communication. The Concordance Account Team. both your Account Manager and your dedicated Customer Service Representative,will monitor the MMCAP business closely and reach out immediately to resolve any actual or identified potential issues within three(3) business days. The first step will be to resolve the immediate issue and the second step will be to identify the cause and make any necessary adjustments to prevent a reoccurrence, In addition to monitoring by the ACCOUnt"ream,the Concordance system is designed to flag discrepancies, in some cases to suspend orders,when all anomaly occurs. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 75 Page 569 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 ATTACHMENT M: VENDOR'S DISCOUNT STRUCTURE Payment terms are net 30 days. Discounts can be locally negotiated rased on total member volume, deliveries, payment frequency and method. [REMAINDER OF PAGE t.C:FT INTENTIONALLY BLANK] 76 Page 570 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. MMS 18008 State of Millnesot;t Affirmative Action Certification Forst: Complcw clic information requested below to determine whether Responder is subject to the Miruwsota Mitran Rights Act certification requirenteut(fvlinnesosa Statutes Section 363A.36. Responder must provide this Information and—if required—apply far Iiuman Rigbts certitication prior to the due date and time of the proposal 01111 to obtain Human Rights certification prior to the execution of the contract. RON A–For companies which have employed more than 40 full-time cmployce$within Minnesota on my single working Clay during tht:previous lz moutlts. All other companies proceed to BOX B. The proposal will be rejected unless Responder's business:has a current Cerlificata of Compliance issued by the t Minnesota Department of'Human Rights(MMIR)OR has submitted an affirmative action plan to the MDHR, which thu DepHrttnent rcccived prior to thv date and titre tire proposals are due. Cheek part;or the fullowing,statemettle if Responder has tolployed store than 40 fill I-time employees in Mioncsala on any single working day during the previous 12 months: © 11ie have a current Celtific<ate of Complianec issued by the MD1 iR.Proceed to DOX C. Include a copy of Responder's certificate with your proposal. ❑ We do not h1wk:a current Certificate ofCompliancc. However,wt submitted an Affirmative Action flan to tho;M H R For approval,which thu Department received ort (date.). (If the date is the same its the proposal duo date,indicate the tinte Responder's plan was received: (time). Proceed to BOX C. ❑ We do not liave a Certificalc of Compliance,nor ltas the MDt-IR received an Affirmative Action Plan from our company, wo acknowledge that our proposal will be rejected. Proceed to BOX C'. Contact the.: blinneseta Department of Duman Rights for Assi3tnnce. (Sea below forconlact information.) Note: Certificates of compliance must be issued by the Minnesota Department of human Bights. Affimlativc Action Plana approved by other govc.roinentul entities(federal government,cotutty,or city)must stiff be reviewed and approved by the Minnesota Department offiutnan Rights before a certificate can be issued. BCkX B–1 r those companies not described in BOX A. Check below. X We have not employed more than 40 full-time employees on any single working day in Minncwta within the previous 12 Months, Proceed to 13OX C. Box C--FOR ALL COMPANIES By signing this statement,r(csponder certifies that lire information provided is accurate,that you are authorized to sfgn nn behalf of the Responder,and that Responder is in compliance with federal affirmative action reriniranrants Ihut ratty apply to the Ruspuudcr's company.(These requirements are generally triggered only by participating as a prime or subcnmractors on federal projects/contracts. Vendors are alerted to these requirements by the rederal government.) Name of C:ctmpariy:Concordance Healthcare Solutions dbn Kreisers,Inc.'1'elephone numbsr:603-336-1155 Date:5/10/17 �v r� C'(a L Title:EVP,Sales Authorized Signuture: - Date: 141inncsptu thpmtnmut of Hv;1". mg)us,tompii,urcc ScM4cs Scction Mair: MEW 51h St.suite 300 St.pall,MN 55101 TC Mdro. (651)296.560.1 Tolt fres: 840-651-3704 Web: tisk„•�r.l,umanrithts.Malc.mn_us fax: (65t)296.9042 TYy: (6$i)196.1283 t:�uuit: £nsnrnvcrinrp,�.el)c(iglkt4A':%C,i!.kr 6 77 Page 571 of 1076 Concordance Healthcare Solutions, LLC MMCAP Contract No. NIMS18008 State of Minnesota llesident Vendor Form (Return with proposal only if applicable) In accordance with t,mws of Minnesota 2013,Chapter 142,Article 3,Section 16,amending'Minn.Stat.§ 16C.02,subd. 13,a"Resident Vendor"means a person,firm,or corporation that: (1) is arrthorized to ixindtrrt business in the state of Minnesota on tiro date Is soliciixtiun for a eonlmuL is first advertised or announced.It includes a foreign corporation duty authorized to engage in business in Minnesota; (2) has paid unemploymenl taxes or inwrur taros in this stotc curring the. 12 calendar monflis intntcdialcly preceding submission of the bid or proposal for which tiny preference is sought; (3) has a business address in Pic state;and (4) has affirmatively clainiad that status in the bid or proposal submission. TO receive recognition as a Minnesota Resident Vendor("Resident Vendor"),your company must meet each elernent Orthe statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status,you should do so by submitting this form with your bid or proposal. Resident Vendor stabs may be considered for purposes of resolving tied low bids or the applicntion of a recipmeal preference. T TIRRETIV C rUlt r(V Y'rk AT IEE COMPANY LISTYIa BELOW; 1. Is authorized to conduct business in the State of Minnesota on the dare a solicitation{ora corttmot is first advertised or announced. (,his includes a foreign corporation duly authorized to engage in business in Minnesota.) _X'_yc::_No(must check yes or no) 2. Has paid unctnployincru taxes or laconic taxes in the State of Minnasnta during the 12 calendar months immediately preceding sttbittissiorl of the bid of proposal for which airy preference N sought. X Ycs No(must check yes or no) 3. Has a business address in the State of Minnesntn. -X--Yes—Pio(roust check yes or no) 4. Agrees to submit documentation,if requested,as port or tite bid or proposal process,to verify compliance with the above statutory requirements. –X_,.,_Yes—No(must check yes or Iia) BY SIGNING TTRLOW,you are certifying your compliance with the requirements set forth herein and claiming Resident Vendor status in your hid or proposal submission, Name of Company:,Concordance Healthcare Solutions,D13A Kreisers,Inc_ _Date: Authorized Signaturti: Telephone:605-336-1155 Printed Name; icon Roes! 'Title:EVP Sales IF YOU ARE CLAIMING RESIDENT VENDOR STATUS.SIGN AND RETU11N'1-HtS FORM WI T'IT YOUR 131D OR PROPOSAL SUBMISSION. 9 78 Page 572 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 TABLE OF CONTENTS Key Definitions Page 3 Article 1: Recitals Page 6 Article 2: Incorporation Page 6 2.1. Attachments, Exhibits and Order of Precedent Page 6 2.2. Member Participation Agreements (MPAs) Page 6 Article 3: Representations,Warranties and Certifications Page 7 1. GPO Representation Page 7 2. Federal Health Care Program Exclusion Page 8 3. Debarment by State,its Departments, Commissions, Agencies or Political Subdivisions Page 8 4. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Page 8 5. Warranties Page 8 Article 4: Contract and Conditions Page 9 1. Contract Effective Date Page 9 2. Contract Expiration Date Page 9 3. Contract Termination Page 9 4.Vendor's Duties Page 10 5.Non-Exclusive Agreement Page 10 6. Eligible Purchasers Page 10 7. Separate Agreements Page 10 8.Products and Services Page 11 9.Products and Services Pricing Page 11 10. Discounts Page 12 11. Risk of Loss, Damage, and Shipping Terms Page 12 12. Compliance Page 13 13. Failure to Supply MMCAP Core Products Page 13 14.Purchase Orders and Payment Page 13 15.Vendor Fees Page 15 16. Authorized Representatives Page 15 17.Notices Page 15 18. Indemnification Page 16 19. Liability Limitations Page 16 20. Audits Page 17 21. Government Data Practices Page 17 22. Intellectual Property and Data Page 17 23. Worker's Compensation and Other Insurance Page 19 24.Publicity and Endorsement Page 21 25. Direct Marketing, Advertising, and Offers with Participating Facilities Page 21 26. Governing Law,Jurisdiction and Venue Page 21 27. Data Disclosure Page 21 28.Payment to Sub-Contractors (If Applicable) Page 21 29. Minnesota Statute § 181.59, Discrimination on Account of Race, Creed or Color Prohibited in Contract Page 21 30. Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business Page 22 31. Certification of Nondiscrimination(In Accordance with Minn. Stat. § 16C.053) Page 23 32. Contingency Fees Prohibited Page 23 1 Page 573 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 33. Force Majeure Page 23 34. Severability Page 24 35. Dispute Resolution Page 24 36. Required Licenses,Permits and Registration Page 26 37. DEA License/HIN Page 26 38. Assignment, Amendments,Waiver, and Entire Contract Page 27 39. Survival of Terms Page 27 40. E-Verify Certification(In Accordance with Minn. Stat. §16C.075) Page 28 Attachment A: Products and Pricing Page 29 Attachment B: Statement of Work and Vendor Performance Requirements Page 30 L Operational Requirements Page 30 1.Vendor Service Area Page 30 2. Required Vendor Personnel Page 30 3. Customer Service to MMCAP Office Page 30 IL Contract Transition, Implementation and Management Page 34 1. MMCAP Contract Transition and Implementation Page 34 2. MMCAP Contract Management Page 36 III. Key Contract Performance Metrics Page 48 1.Vendor Performance Requirements Page 48 2.Products and Pricing Accessibility Page 48 3.Vendor's Response to Price Inquiries Page 49 4. Reporting Requirements Page 49 Attachment C: MMCAP Member Participation Agreements Page 55 Attachment D: Service Area Page 56 Attachment E: Vendor's Contract Implementation and Transition Plan Page 57 Attachment F: MMCAP Contracted Manufacturers List(If Applicable to this Contract) Page 58 Attachment G: Vendor's Shipping Policy Page 59 Attachment H: Vendor's Stock Outage and Backorder Policy Page 60 Attachment L• Vendor's Product Return Policy Page 61 Attachment J: Vendor's Product Recall Procedures/Policies Page 62 Attachment K: Vendor's Business Interruption Plan Page 63 Attachment L: Vendor's Escalation Procedure Page 64 Attachment M: Vendor's Discount Structure Page 65 State of Minnesota—Affirmative Action Certification Information Page 66 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2 Page 574 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 KEY DEFINITIONS Throughout this Contract, the following key terms are defined below. Automatic Product Substitution -An order fulfillment process whereby Products that are not available at the time of order placement,may be automatically substituted with another equivalent(brand,generic or private label)Product substitute, contingent upon written consent by the ordering MMCAP Member. Commencement Date- The date the Vendor is fully operational and ready to accept and ship orders from MMCAP Members as applicable to the service area designated in the Contract. Confirmation Printback/Order Confirmation-An electronic confirmation report generated from the Vendor's ordering system,which is sent back electronically to the ordering facility,indicating that the requested Products are available, on Manufacturer Backorder, out of stock, or deleted, etc. Core Products-Products determined by MMCAP that produced the highest volume in sales, and highest quantity shipped during a given one (1) calendar year period. These Products are identified in Attachment A, Products and Services Pricing,under the Brand Label Core Products and Private Label Core Products tabs. Drop Shipment(s) -Products ordered by MMCAP Member through the Vendor, and shipped directly to the MMCAP Participating Facilities, from the Manufacturer. The Manufacturer notifies and bills the Vendor, who then invoices and receives payment from the MMCAP Member. EDI(Electronic Data Interchange) -Inter-process (computer to computer application) communication of business information,in a standardized electronic form. Effective Date-The date the Contract is fully executed. Emergency Product Delivery-An off-schedule delivery day of the Products required by the MMCAP Participating Facilities,which may include orders of Product for patient, specific medical treatment, or to ensure the facility has sufficient Product to remain operational until the next-scheduled delivery day. Fiscal Year-The State of Minnesota's Fiscal Year period of July 1-June 30 of each calendar year. Manufacturer: Any supplier or entity that develops and/or manufacturers any,medical Products (including Medical Equipment). Manufacturer Backorder(s) (MBO) -An order placed by the MMCAP Member to Vendor or Vendor to a Manufacturer for such MMCAP Member,which is not shipped to the Vendor or MMCAP Member, as applicable, due to industry wide shortages or other supply issues. Medical Equipment-Medical devices that have been cleared by the FDA, that are intended to be used for diagnostic,therapeutic, or monitoring care,provided to a patient by a health care organization. NOTE 11 -Medical equipment includes devices such as monitoring equipment,life support equipment, imaging equipment, laboratory equipment,mechanical equipment, transport equipment, as well as any other equipment supporting the care of a patient,whether or not it is in the immediate vicinity of a patient. In addition, this equipment category includes other devices, such as computers, that support the care of a patient 1 Reference:the Association for the Advancement of Medical Instrumentation(AAMI). 3 Page 575 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 when in a health care organization,but are generally not specifically manufactured for use in a health care organization. As used in this standard, the term"equipment"refers to medical equipment. NOTE 22 -Embedded software is covered by the medical device manufacturer; standalone software is covered by ANSFAAMFIEC 80001-1:2010,Application of risk management for IT networks incorporating medical devices Part ]:Roles, responsibilities, and activities. MMCAP Contract/Agreement-Also referred to as the "Contract",is the agreement including any attachments, addenda and exhibits and is executed by the Vendor and MMCAP, for the distribution and sale of medical Products, Services, Medical Equipment, and select pharmacy Products as agreed to in writing by MMCAP and Vendor. MMCAP Contract Pricing-The applicable MMCAP Contract Product price agreed upon by the Vendor and MMCAP, and if applicable to this Contract, the Product cost agreed upon by the MMCAP Contracted Manufacturer and MMCAP,provided Vendor shall have the right to determine the final Product price for such Product. MMCAP Member States—States with whom the State of Minnesota has executed a Joint Powers Agreement (as such term is defined or understood under applicable Minnesota law), and through which they have joined MMCAP. MMCAP Members-These are eligible purchasers that are deemed by the MMCAP Office, to have completed, and met the requirements of the membership application process. MMCAP Participating Facility(ies) -Consist of facilities that are MMCAP Members(eligible purchasers as set forth in Section 6 ofArticle 4, "Eligible Purchasers," of this Contract), and facilities recognized by the MMCAP Members, as facilities eligible to receive the delivery of Products and Services. MMCAP Contract Products-Refers to all Products, covered in Attachment A: Products and Services Pricing. These products cover the entire Product catalog of the awarded Vendor and are identified in Attachment A,under the following tabs: the Brand Label Core Products tab, the Private Label Core Products tab,the Non-Core Products3 tab, and the Equipment Schedule tab. MMCAP State Contacts-Purchasing and pharmacy professionals designated by MMCAP Member States, who serve as liaisons between the MMCAP Office and the MMCAP Participating Facilities in each State. A list of MMCAP State Contacts is available at: http://www.mmd.admin.state.mn.us/MMCAP/background/New_Current States.aspx. Net Purchase-All purchases of Products (excluding returns, credits,rebates,late charges and similar fees) made through Vendor by any MMCAP Member,including Drop Shipments,in the normal course of business. Non-Core Products-Refers to Products not specifically covered in the Brand Label Core Products tab, the Private Label Core Products tab, and the Equipment Schedule tab. Through the categories listed in the Non- Core Products tab, the awarded Vendor will offer the rest of the Products available in its catalog,which are not featured in the remaining tabs in Attachment A: Products and Pricing. Vendor,in agreement with MMCAP,may amend the Non-Core Product categories, as new additions or deletions take place,in the Vendor's catalog. 2 Reference:the Association for the Advancement of Medical Instrumentation(AAMI). 3 the listed categories in the Non-Core Products tab,are intended to cover the Vendor's most current,published catalog of Products,which are not listed in the remaining tabs. 4 Page 576 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Order-Means, any purchase order used to order Products or Services under this Contract. An Order amended, consistent with the requirements of any MMCAP Participating Facility, and accepted by the Vendor, shall be governed by the terms and conditions of the original Order, except as amended. Order Originator-The MMCAP Member,who places the order with the Vendor. Products) -Products and Medical Equipment offered by the Vendor and awarded by MMCAP,which are listed in Attachment A:Products and Services Pricing. Product Backorder-A Product order that is not fulfilled in the time frame set forth in this Contract, due to Product unavailability,resulting from the Vendor's or the Manufacturer's inability to supply the Product. Private Label Products-any product that is branded using a trademark or trade name owned by Vendor. Product Substitutes-Equivalent(brand, generic or private label)Products that the ordering MMCAP Member consented to in writing to accept as a substitute for the ordered MMCAP Contract Products. Replacement Products-In the event a Product covered under this Contract is removed by the Vendor, or recalled by a Manufacturer,the Vendor will use commercially reasonable efforts to replace the Product with an acceptable Product substitute. In the event the Vendor cannot obtain a suitable Product substitute, then the affected MMCAP Member may purchase the Product from a non-contract source. Services-Any related offering provided by the Vendor related to the Products covered by this Contract, and which can be provided by the Vendor for a fee or at no cost to MMCAP Members. Services may include but are not limited to: customer service,Product ordering systems, clinical education,Product training, and Product marketing, among others. Services may, or may not,incur cost. Vendor is also providing additional Services as set forth in Attachment NAdditional Value Offerings. Special Products-If applicable to this Contract,includes all MMCAP Contract Products that require special temperatures and environmental conditions,in accordance with Manufacturer requirements for delivery to the MMCAP Participating Facilities. Special Products requiring refrigeration will be clearly marked as such. Stocking Requirements-The standard minimum purchase requirement of two (2) selling units per month for each distribution center operated by Vendor at the Manufacturer's standard unit of measure. Vendor-MMCAP's contracted Vendor that distributes Products and provides Services,related to the Products for the MMCAP Membership,pursuant to the terms of this Contract. Vendor Contract Performance Report-A written report prepared by the MMCAP Office, detailing the proficiency of the Vendor. Repeated low ratings in the report might be conducive to penalties,including termination, as well as the inability of the Vendor to respond to future solicitations published by MMCAP. Vendor's Contracted Supplier-Any supplier, Manufacturer, or distributor of Medical Equipment,medical supplies and other non-pharmacy Products that supplies and has a contract to supply Vendor with Products purchased under this Contract. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 Page 577 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 STATE OF MINNESOTA DEPARTMENT OF ADMINISTRATION MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY This contract is between the State of Minnesota, acting through its Commissioner of Administration on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy("MMCAP") and Henry Schein Medical a division of Henry Schein, Inc., located at 135 Duryea Road,Melville,NY, 11747 (collectively, "Vendor" or "Contractor"). ARTICLE 1: RECITALS 1.Under Minn. Stat. § 16C.03, the Commissioner of Administration, on behalf of MMCAP,is empowered to engage such assistance as deemed necessary. 2.MMCAP is a group purchasing organization of government owned and/or operated health care facilities which contracts for healthcare Products and Services for its members' use. Participation in MMCAP is limited to facilities within member states that are specifically permitted by the member state's statutes to purchase goods from the member state's contracts. Participation is generally available to facilities run by state agencies, counties, cities, townships, and school districts. 3. The Vendor wishes to contract with MMCAP to supply Medical Products and Services to the national MMCAP Participating Facilities. ARTICLE 2: INCORPORATION 1. The parties agree that the recitals are true and correct, and are hereby incorporated into this Contract. 2.Attachments,Exhibits,and Order of Precedent 2.1.The following attachments and Exhibits are attached and incorporated into this Contract. In the event of conflict,the following order of precedence applies. • Attachment A:Products and Services Pricing • Attachment B: Statement of Work • Attachment C:MMCAP Member Participation Agreements • Attachment D: Service Area • Attachment E: Vendor's Contract Implementation and Transition Plan • Attachment F:MMCAP Contracted Manufacturer List • Attachment G: Vendor's Shipping Policy • Attachment H: Vendor's Stock Outage and Backorder Policy • Attachment L- Vendor's Product Return Policy • Attachment J.- Vendor's Product Recall Policies/Procedures • Attachment K: Vendor's Business Interruption Plan • Attachment L: Vendor'Escalation Procedure • Attachment M: Vendor's Discount Structure, Intentionally Omitted • Attachment N.-Additional Value Offerings 2.2.Member Participation Agreements (MPAs) In order to access this Contract some members require jurisdiction-specific additional paperwork or contract language. Vendor must not sign any member documents without prior MMCAP review and approval. If needed,MMCAP will issue a Member requested Participation Agreement(MPA) that will be amended into to this Contract. No other mechanism of modifying or "attaching to"MMCAP contracts is authorized. The MPA,which will only apply to the requesting Member and must be signed in the following order: Member,Vendor, then MMCAP. Vendor is not required to agree to any additional 6 Page 578 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 terms;however,by not agreeing to the MPA Vendor may be precluded from doing business with that Member. In the event a Member requires a fee be added to the Contract price (e.g.,member levied procurement fee or system use fee),that fee must be added on top of the MMCAP-contracted pricing. Vendor may not absorb the fee. Vendor must not pay a member levied fee without first collecting the fee through increased Product costs. The fees will be set aside and paid to the member as would be detailed in an MPA. Except as provided in a MPA approved by MMCAP and executed by an MMCAP Member,Vendor and MMCAP, all orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract, and no other terms provided by the MMCAP Member will apply to such orders. For each state requiring state specific language, a further Exhibit shall be attached to Attachment C: MMCAP Member Participation Agreements. 2.2.1. Should any of the terms set forth in any attachment conflict with any terms set forth in the Contract document,the terms of the Contract document shall prevail, except when such conflict arises from the state-specific terms set forth in Attachment C:MMCAP Member Participation Agreements,in which case the order of precedence set forth in Article 2, Section 2.2.2, shall apply. 2.2.2. Should any terms in the Contract document or other attachments conflict with the state-specific terms set forth in Attachment C, the terms set forth in Attachment C shall take precedence over the terms of the Contract document,but only as between the Vendor and the MMCAP Member and/or MMCAP Participating Facility bound by said state-specific terms. No other State shall be bound by the terms set forth in any other State's state specific language set forth in the Exhibit provided by an MMCAP Member State and attached to Attachment C. 2.2.3.MMCAP and the State of Minnesota shall not be bound by non-Minnesota state-specific terms set forth in any Exhibit included in Attachment C at any time,nor when bringing any enforcement action on behalf of MMCAP or the State of Minnesota. 2.2.4.During the term of this Contract other MMCAP Member States may request the MMCAP Office or the Vendor to amend this Contract to include terms and conditions specific to the requesting MMCAP Member State by attaching an Exhibit to Attachment C specific to that State. If a MMCAP Member State requests an amendment to this Contract to include their state specific requirements, the Vendor must work with the MMCAP Member State and the MMCAP Office to execute an amendment to this Contract in a reasonable period of time. No verbal or written instructions from the MMCAP Member States, MMCAP Participating Facilities, or any of their staff or state officials to change any provision of this Contract will be accepted by the Vendor without the prior written approval of the MMCAP Office. The Vendor will immediately report any such requests to the MMCAP Office. ARTICLE 3: REPRESENTATIONS,WARRANTIES AND CERTIFICATIONS 1. GPO Representation MMCAP represents and warrants that it is a "group purchasing organization" (GPO) as that term is defined under 42 C.F.R. Section 1001.9520) and that it shall comply with all applicable federal and state laws, rules and regulations, including, but not limited to, the provisions set forth in 42 U.S.C. Section 1320a-7b and the "safe harbor regulations"set forth in 42 C.F.R. Section 1001.952. MMCAP is an entity authorized to act as a purchasing agent for a group of entities who are furnishing services for which payment may be made in whole or in part under Medicare or a State health care program, and who are neither wholly-owned by MMCAP nor subsidiaries of a parent corporation that wholly owns MMCAP (either directly or through another wholly- owned entity), and the MMCAP program and this Contract do and will continue to fully comply with the safe 7 Page 579 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 harbor described therein. For the purpose of this clause the State of Minnesota shall not be deemed a parent corporation nor shall any state agency or public entity be deemed a subsidiary. 2.Federal Health Care Program Exclusion The parties represent that,to its knowledge,its directors, officers and employees (i) are not sanctioned individuals or companies and have not been listed by any federal agency as barred, excluded, or otherwise ineligible for participation in federally funded health care programs as defined in 42 U.S.C. Sec. 1320a-7b(f) (the "Federal Healthcare Programs"); (ii)have not been convicted of a criminal offense related to the provision of healthcare items or services, an(iii) are not under investigation or otherwise aware of any circumstances which may result in Party being excluded participation in Federal Healthcare Programs. Vendor certifies that to its knowledge it does not contract with any individuals or companies that have been sanctioned, debarred or excluded from participation in any federally funded health care programs to fulfill Vendor's obligations under this Contract. In the event of a breach of this provision, this Contract shall immediately terminate,in spite of any notice and cure provisions to the contrary. Vendor agrees to indemnify,hold harmless and defend the State of Minnesota, MMCAP and its Participating Facilities from any claims, demands or damages which the State of Minnesota,MMCAP and its Participating Facilities may suffer as a result of Vendor's breach of this Section 2. 3.Debarment by State,its Departments, Commissions,Agencies or Political Subdivisions Vendor certifies that, to its knowledge,neither it nor its principals is presently debarred or suspended by the State, or any of its departments, commissions, agencies, or political subdivisions. Vendor's certification is a material representation upon which this Contract award is based. Vendor shall provide prompt written notice within five (5)business days to the State's authorized representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances. 4. Certification Regarding Debarment, Suspension,Ineligibility, and Voluntary Exclusion Federal funding will be used or may potentially be used to pay for all or part of the work under the contract, therefore Vendor certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Vendor's certification is a material representation upon which the Contract award is based. 5.Warranties Vendor has good title which is free and clear of all encumbrances. No applicable warranties,whether express or implied, are intended to be disclaimed or diminished by the terms of this Contract,with the exception of the following paragraphs. VENDOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY AND MMCAP MEMBER SHALL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES (IF OTHER THAN VENDOR) FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF VENDOR HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS CONTRACT. VENDOR AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PASS ON, ON A NON-EXCLUSIVE BASIS, FROM ANY MANUFACTURERS OR SUPPLIERS OF PRODUCTS, THE PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OR SUPPLIER TO THE EXTENT SUCH WARRANTIES ARE TRANSFERABLE. MMCAP, AND EACH MMCAP PARTICIPATING FACILITY AND MMCAP MEMBER ACKNOWLEDGE THAT AT ALL TIMES VENDOR SHALL BE ABLE TO RELY FOR ITS OWN BENEFIT ON SUCH WARRANTIES AND VENDOR SHALL NOT BE OBLIGATED TO PASS ON SUCH WARRANTIES IF SUCH ACTION SHALL RESULT IN VENDOR BEING UNABLE TO RELY ON THE WARRANTIES FOR ITS OWN BENEFIT. 8 Page 580 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 IF DURING THE TERM OF THIS CONTRACT VENDOR MANUFACTURES AND DISTRIBUTES ITS OWN PRIVATE LABEL PRODUCTS THEN IT MUST REPRESENT AND WARRANT TO CUSTOMER THAT ITS PRIVATE LABEL PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF NINETY (90) CALENDAR DAYS FROM THE DATE OF SHIPMENT. VENDOR'S OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT, AT VENDOR'S OPTION. THIS WARRANTY WILL NOT APPLY (1) IF MMCAP OR MMCAP PARTICIPATING MEMBER MISUSES THE PRIVATE LABEL PRODUCT, (2) ALTERS OR MODIFIES THE PRIVATE LABEL PRODUCT IN ANY WAY, OR(3) RESELLS THE PRIVATE LABEL PRODUCT OR DOES NOT OTHERWISE USE OR ADMINISTER THE PRIVATE LABEL PRODUCT THROUGH ITS EMPLOYEES OR AUTHORIZED AGENTS. NEITHER MMCAP NOR AN MMCAP PARTICIPATING FACILITY OR MMCAP MEMBER SHALL HOLD VENDOR LIABLE FOR ANY DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND. MEMBER AND A FACILITY AGREE TO FILE SOLELY WITH MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES (IF OTHER THAN VENDOR) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES. ARTICLE 4: CONTRACT TERMS AND CONDITIONS 1. Contract Effective Date Contract Effective Date will be June 25, 2018, or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2,whichever is later. The Vendor must not begin work under this contract,nor make its pricing,Products, Services, or any benefit available until this contract is fully executed and the Vendor has been notified by the MMCAP State Contacts to begin the work. The Commencement Date will be August 23, 2018,unless a different,mutually agreeable Commencement Date is executed upon between the Vendor and MMCAP, or there is an earlier,mutually agreed upon date between Vendor and a MMCAP Member State who is ready to transition into this Contract. 2. Contract Expiration Date June 25,2020, the Contract may be extended for up to three (3) additional one (1)year periods upon execution of a written amendment and acceptance of both parties, for a total term not to exceed five (5) years. 3. Contract Termination 3.1. Termination without Cause Either party may cancel this Contract at any time during the term of the Contract,without cause,upon no less than ninety(90) days' written notice to the other party. Upon termination,Vendor will be entitled to pro rata payment for Services performed in accordance with the terms and conditions of this Contract. 3.2.Termination with Cause Except as set forth in Article 3, Section 2, either party may cancel this Contract at any time,with cause, upon no less than 30 days' written notice to the other party, and shall provide for a 30 day period beginning upon notice for the breaching party to cure all alleged defects. 3.3. Termination for Insufficient Funding MMCAP may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the Services covered here. Termination must be by written or fax notice to the Vendor. MMCAP is not obligated to pay for any Services that are provided after receipt of notice to Vendor from MMCAP and effective date of termination. However, the Vendor will be entitled to payment, determined on a pro rata basis, for services performed to the extent that funds are available. The State 9 Page 581 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source,not to appropriate funds. The State must provide the Vendor notice of the lack of funding within a reasonable time of the State's receiving that notice. 3.4. Cancellation by Member States Subject to MMCAP termination rights, MMCAP Member States and MMCAP Participating Facilities may cancel their participation in this Contract with the Vendor at any time upon no less than thirty(30) days' written notice to the other party. Vendor shall be entitled to payment of Products delivered prior to the end of the thirty(30) day notice period. 4.Vendor's Duties The Vendor,who is not a state employee,will provide Products and Services,in accordance with the terms and conditions of this Contract, and as set forth in Attachments B: Statement of Work, as attached and incorporated herein. 5.Non-Exclusive Agreement MMCAP and Vendor acknowledge that this Contract neither creates nor implies the creation of an exclusive agreement between the parties. 6.Eligible Purchasers Starting on the Commencement Date, all MMCAP Participating Facilities located in the United States shall be eligible to purchase Products offered under this Contract. In addition,the Vendor must allow newly added MMCAP Participating Facilities,located in the MMCAP Participating Facilities List(password protected and published online at www.mmcap.org), as incorporated herein by reference, to access Contract Products and Services at the pricing set forth on Attachment A throughout the term of this Contract. Upon addition to the MMCAP Participating Facilities List,Vendor will be given ten(10)business days from the date of notification to implement Contract pricing. MMCAP will provide Vendor with monthly e-mail notices announcing that a new MMCAP Participating Facilities List has been posted online. Vendor agrees to check the updated list within five (5)business days following the MMCAP monthly email notice regarding the updated list. Notwithstanding anything to contrary contained in this Contract,Vendor shall not be required to implement any MMCAP Member or MMCAP Participating Facility into Vendor's system, unless such MMCAP Member and/or MMCAP Participating Facility notifies Vendor it has elected to operate under the terms of this Contract. In the event that an MMCAP Participating Facility ceases to be a MMCAP Participating Facility of MMCAP,Vendor agrees not to allow such entity to purchase the Vendor's Products and Services related to this Contract. Any MMCAP Participating Facility desiring to utilize the contractual options, terms and conditions described in this Contract may, at its option, and without penalty or liability, terminate any existing contract or other arrangement,in accordance with the termination provisions set forth in such existing contract or other arrangement,with Vendor for the sole purpose of participating in the group purchasing arrangement set forth in this Contract. MMCAP reserves the right to add and delete MMCAP Participating Facilities during the term of this Contract. Notwithstanding the foregoing,Vendor shall rely on the MMCAP Membership Listing electronic file available online at www.mmcap.org,which will be sent to Vendor in accordance with the terms of this Section 6 of Article 4. To the extent that Vendor's breach of this section is based upon incorrect information provided by MMCAP in the MMCAP Participating Facilities List, such breach shall be excused. 7. Separate Agreements During the term of this Contract,Vendor will not actively solicit any MMCAP Participating Facilities to enter into or negotiate a separate contract or agreement for the same or substantially equivalent Products offered in this Contract, or any amendment,modification, or supplement to this Contract without MMCAP's prior written consent. Notwithstanding anything to contrary contained in this Contract,Vendor's response to 10 Page 582 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 request for proposals (R-FP's) or similar tenders by MMCAP Members or MMCAP Participating Facilities will not be deemed to violate this restriction. 8.Products and Services The Vendor shall provide Products and Services to MMCAP Participating Facilities listed on Attachment A: Products and Services Pricing. In addition,Vendor must at least offer Products under this Contract that are the same or substantially equivalent to the Products that are set forth on Attachment A. The Vendor shall not distribute any pharmacy related Products, (except select pharmacy Products, as agreed to by Vendor and MMCAP), to MMCAP Participating Facilities through this Contract,unless otherwise agreed to in writing by MMCAP. Both influenza vaccine distribution and prescription pharmaceutical distribution(including vaccines) are independent, separate service offerings. Unless Vendor is also awarded one or both of these other service offerings through separate contract award processes,it is required that commercially reasonable efforts be made by Vendor,to not actively solicit, distribute, or market prescription pharmaceuticals (including vaccines) and influenza vaccines to MMCAP Participating Facilities under this Contract. Vendor will use commercially reasonable efforts to direct MMCAP Participating Facilities to MMCAP, for guidance on these service offerings. All Products acquired by MMCAP under this Contract, are to be purchased for medical use only, and all uses shall be in accordance with such Products Manufacturer's intended use as set forth on the Product's labeling. All Products provided by Vendor under this Contract must comply with all applicable federal, state, and local laws, ordinances, rules and regulations,including registration requirements of the Office of the applicable Secretary of State. Vendor will not receive payment for Products/Services found by MMCAP or MMCAP Members to be unsatisfactory, and returned to Vendor pursuant to Vendor's return goods policy or performed in violation of federal, state or local law. 9.Products and Services Pricing 9.1.Competitive Pricing During the term of this Contract,if MMCAP receives information from any source that indicates the pricing under this Contract are not market competitive,Vendor and MMCAP will meet and confer in good faith to determine the ongoing competitiveness of the pricing under this Agreement. Vendor reserves the right,when comparing market competitiveness, to use the following in its evaluation(i) MMCAP Member's or MMCAP Participating Facility's class of trade, (ii) MMCAP Member's or MMCAP Participating Facility's volume of Products, and(iii)MMCAP Member's or MMCAP Participating Facility's size. To the extent necessary to address market competitive conditions, and upon mutual consent between MMCAP and Vendor, such consent is not to be unreasonably withheld by Vendor, applicable prices may be adjusted. 9.2.Vendor's Published Catalog Price Vendor shall provide a percentage discount for each of Vendor's Contracted Suppliers' categories of Products not listed on Attachment A. The list of the Vendor's Contracted Suppliers' categories of Products must include the percentage discount from the Vendor's published catalog price of the Product within a specific category, and be submitted on the Non-Core Products tab of Attachment A. The specific discount shall apply to each of the Vendor's Contracted Suppliers' categories of medical Products listed. 9.3.Pricing and Percentage Discounts All Product prices and percentage discounts listed on Attachment A,will be considered to be ceiling prices during the term of this Contract, and the ceiling prices and/or percentage discounts set forth on Attachment A,may not be changed unless approved in writing by MMCAP, as set forth in Section 38.2, 11 Page 583 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Amendments. The pricing and percentage discounts listed on Attachment A,must be made available to all MMCAP Participating Facilities regardless of the size or location of the MMCAP Participating Facilities.as agreed to in writing by MMCAP. All Product prices under the Brand Label Core Products and Private Label Core Products, excluding all any and all Medical Equipment Products and Products in the Equipment Pricing Schedule tab, listed on Attachment A,will be considered fixed for each twelve (12)month period of this Contract,with the first 12-month period commencing on the Effective Date. At the end of each twelve (12)month during the term of the Contract,if the cost of a Brand Label Core Products and/or Private Label Core Products (excluding any and all Medical Equipment Products) are subject to a Manufacturer increase or decrease,Vendor shall have the right to adjust any applicable purchase prices to MMCAP, MMCAP Member and MMCAP Participating Facilities. Vendor shall provide MMCAP ninety(90) days written notice of any changes to the price prior to passing any price changes to MMCAP Member's and MMCAP Participating Facilities. The pricing for all Medical Equipment Products and Products set forth under the Equipment Pricing Schedule tab(and for the avoidance of doubt including any Medical Equipment Product set forth under the Brand Label Core Products and Private Label Core Products tab)will be locally negotiated at the time of sale with the MMCAP Member or the MMCAP Participating Facility throughout the term of this Contract 9.4.No Additional Fees Unless otherwise stated in this Contract no fee,percentage, or other cost may be added to the Products purchased under this Contract unless the fee,percentage, or cost is defined, and a formal amendment to the Contract is executed by both parties reflecting the agreed upon fee,percentage, or cost. For the avoidance of doubt,it is understood and agreed that the fees or costs for certain Services,including those set forth in Attachment A under the Additional Value Offerings tab,will incur such charges as determined at the time of sale and as may be mutually agreed upon between Vendor and a MMCAP Member or MMCAP Participating Facility, as applicable. 10.Discounts The parties understand that the pricing for Products provided as part of this Contract(including any shareback credits as defined in Section 2.20 of Attachment B,Part fl)may be considered a"discount"within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. §1001.952(h). In accordance with 42 C.F.R. §1001.952(h),Vendor will comply with any applicable obligations of Vendor as "Seller"or"Offeror" of a discount, as applicable. If selling directly to an MMCAP Participating Facility,Vendor will fully and accurately report any discount on invoices, statements or reports submitted to MMCAP Participating Facilities. The parties will refrain from doing anything which would impede MMCAP Participating Facilities from meeting its obligations under the discount safe harbor regulations. In accordance with 42 C.F.R. §1001.952(h) MMCAP's Participating Facilities (as "Purchasers") shall disclose the discounts, or value of the Products under the state or federal program which provides cost or charge based reimbursement for the Products covered by this Contract, the net cost actually paid by the MMCAP Participating Facility. MMCAP Participating Facilities must claim the benefit of any discounts,rebates or other price reduction in the fiscal year in which such discounts are earned, or the following year. In the event a party determines that this discount program may not comply with such statutes,the parties agree to work together to establish a discount structure that meets the requirements of the discount safe harbor regulations set forth in 42 C.F.R. §1001.952(h). 11.Risk of Loss,Damage,and Shipping Terms Shipments under this contract shall be FOB Destination, freight prepaid and allowed, to the MMCAP Participating Facility's receiving dock or if applicable,its pharmacy,unless otherwise agreed to by Vendor and MMCAP Participating Facility. Title to and risk of loss of the Products covered by this Contract transfers to the MMCAP Participating Facility upon delivery to the MMCAP Participating Facility, as set forth above. During the term of this Contract,Vendor shall not add any fuel surcharges to the purchase of any Products covered by this Contract. Notwithstanding the foregoing, Special Products, emergency orders, rush orders, orders for Products not regularly stocked by Vendor's local servicing distribution center, Products dropped shipped from Vendor's Contracted Supplier, capital equipment, and orders not regularly 12 Page 584 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 scheduled are subject to an added shipping and handling charge determined by Vendor and disclosed to a MMCAP Participating Facility upon request. Vendor shall have the right to ship the Products at all times via its own vehicle or a carrier selected by Vendor. 12. Compliance Vendor shall be in accordance and comply with all applicable federal, state, and local laws, rules and regulations as applicable to Vendor,including the MMCAP Member States represented hereunder,in the performance of this Contract. 13.Failure to Supply MMCAP Core Products Unless the result of a Manufacturer Backorder,if Vendor fails to deliver any Core Products set forth on Attachment and in accordance with the terms of this Contract,to meet the anticipated needs of MMCAP Participating Facilities for Core Products, the ordering MMCAP Participating Facility may purchase an alternate equivalent Product on the open market for the period of time in which the Vendor is unable to provide the Core Product. 14.Purchase Orders and Payment 14.1.No Minimum Purchase Order Requirement There shall be no minimum order requirements or charges, regardless of order size or payment amount. 14.2.Eligible Purchase Orders As a condition for purchasing under this Contract, orders must only be accepted if made by authorized individuals from MMCAP Participating Facilities who are eligible purchasers under this Contact as stated in this section and defined in the Key Definitions of this Contract. MMCAP Participating Facilities may use their own forms for Orders. To the extent that the terms of any form differ from the terms of this Contract,the terms of this Contract supersede, except as applicable to the MMCAP Participating Facility issuing the Order pursuant to any Member Participation Agreements. Notwithstanding any terms on an MMCAP Member's Order or other form provided by an MMCAP Member, any orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract only, and no other terms and conditions provided by the Member shall apply to such orders. The Contract number and the purchase order number must appear on all documents (e.g.,invoices, packing slips, etc.),but subject to Vendor's then current system capabilities. The terms of this Contract shall apply to each Order issued by authorized individuals from MMCAP Participating Facilities whether such Order is communicated by the Order form, EDI,internet e-commerce, facsimile, orally, or any other method, or whether reference is made to this Contract. 14.3.Verification of Authorized Purchasers Upon request by MMCAP,Vendor must verify that it provides Products and Services pursuant to this Contract only to MMCAP Participating Facilities. Only MMCAP Participating Facilities may purchase Products and Services under the terms of this Contract. Vendor shall rely on the MMCAP Participating Facilities List subject to and in accordance with Section 6 of this Article 4. If such listing is incorrect, Vendor shall not be deemed in breach of this Section. 14.4.Funds Available and Authorized/Non-Appropriation Vendor will not be compensated for Products and Services delivered under an Order by any entity other than the MMCAP Participating Facility that issued the Order. By submitting an Order the MMCAP Participating Facility represents it has sufficient funds currently available and authorized for expenditure to finance the costs of the Order. 13 Page 585 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 14.5. Termination of Individual Purchase Orders MMCAP Participating Facilities may terminate individual Orders (other than purchase orders for special orders and emergency preparedness),in whole or in part,immediately upon notice to Vendor, or at such later date as the MMCAP Participating Facility may establish in such notice,upon the occurrence of any of the following events: • The MMCAP Participating Facility fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for the goods to be purchased under the Order; • Federal or State laws,regulations or guidelines are modified or interpreted in such a way that either the purchase of goods under the Order is prohibited or the MMCAP Participating Facility is prohibited from paying for such goods from the planned funding source; or • Vendor commits any material breach of this Contract or an Order. Upon receipt of any such written notice of termination from a MMCAP Participating Facility,Vendor shall stop performance under the Order as directed by the MMCAP Participating Facility. Termination of a Purchase Order for any material;breach of this Contract or an Order does not extinguish or prejudice the MMCAP Participating Facility's right to seek any remedies available hereunder for any such material breach by Vendor of this Contract or an Order, as applicable,that has not been cured,including any right in this Agreement of the MMCAP Participating Facility to indemnification by Vendor or enforcement of a warranty. If an Order is terminated, the MMCAP Participating Facility must pay Vendor in accordance with the terms of this Contract for goods delivered and accepted by the MMCAP Participating Facility. 14.6.Purchase Order Default All Products furnished will be subject to inspection and acceptance by the MMCAP Participating Facility after delivery,in accordance with Vendor's Product Return Policy as set forth in Attachment No Product substitutions, shipments of non-conforming goods or Products, or cancellations are permitted without prior written approval of the MMCAP Participating Facility. 14.7.Payment of Purchase Orders Each MMCAP Participating Facility will be responsible for payment of Products and Services provided by Vendor. MMCAP will not be liable for an unpaid invoice of any MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP Participating Facility for all Products shipped. Vendor will accept payment of purchase orders via Electronic Funds Transfer(EFT), credit cards authorized by the ordering MMCAP Participating Facility and any other traditional means of payment. 14.8.Federal Funds Payments to the Vendor for Products ordered by MMCAP Participating Facilities under this Contract may be made from federal funds. The Vendor must agree to accept as payment in full for the Products and Services,the amount as determined by the federal agency or federal program administering the payments. Vendor shall comply with all applicable federal requirements imposed on these funds as may be identified by the ordering MMCAP Participating Facility. 14.9. Conditions of Payment All Services provided by the Vendor under this Contract must be performed to MMCAP's reasonable satisfaction(directed by the MMCAP Participating Facility or MMCAP Member), and has been mutually agreed to by MMCAP, MMCAP Participating Facility or MMCAP Member, and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. Unless otherwise set forth in this Contract all Products provided under the terms of this Contract are subject to inspection and acceptance by the MMCAP Participating Facility in accordance with the Vendor's Return Product Policy as set forth in Attachment L 14 Page 586 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 15.Vendor Fees 15.1.Administrative Fee In consideration for the administrative support and other services provided by MMCAP in connection to this Contract,the Vendor agrees to pay an Administrative Fee of three percent(3%) on all MMCAP Participating Facilities' Net Purchases of Products made directly with the Vendor by the MMCAP Participating Facilities. The payment of the Administrative Fees is intended to be in compliance with the Medicare and Medicaid Patient Protection Act of 1987 (Anti-Kickback Statute), as set forth at 42 USC§ 1320a-7b (b) (3) (C), and the "safe harbor regulation" set forth in 42 C.F. R. §1001.9520) The Vendor will submit a check payable to "State of Minnesota, MMCAP Program" for an amount equal to three percent(3%) for all MMCAP Participating Facilities' Net Purchases covered under this Contract. Vendor must provide Administrative Fee data,including amount to be paid,to MMCAP within ten(10) business days after the end of each month. The Administrative Fee must be paid as soon as is reasonable after the end of each month,but no later than thirty(30) calendar days after the end of the month. Vendor shall not be required to pay administrative fees on excise tax amounts or returns or other shipments for which Vendor did not collect the purchase price. Vendor will not pay an Administrative Fee on the same purchase to more than one GPO,nor will Vendor split an Administrative Fee on any item between such groups. Vendor shall not pay administrative fees on items covered under the Additional Value Offerings tab,in Attachment A:Products and Services Pricing. The parties shall comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(A) and the "Safe Harbor" regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001.952(h) and GPOs set forth at 42 C.F.R. §1001.9520). In this regard, the parties acknowledge that Vendor will satisfy any and all requirements imposed on sellers by these safe harbors; and MMCAP and each MMCAP Participating Facility will satisfy any and all requirements imposed on buyers and GPOs, respectively. 15.1.1.Limitations • Vendor will not pay an Administrative Fee on the same purchase to more than one (1) GPO, nor will Vendor split an Administrative Fee on any item between such groups. • Vendor shall have ten(10)business days from the date of notice by MMCAP that the MMCAP Participating Facility is an eligible purchaser under this Contract,provided such MMCAP Participating Facility confirms to Vendor their desire to purchase Products under the terms of this Contract,to qualify said new MMCAP Participating Facility's status and eligibility for inclusion of the purchases by said new MMCAP Participating Facility in the calculation of the Administrative Fee. Vendor will not pay an Administrative Fee on purchases of Products ordered, on or prior to the date the MMCAP Member or MMCAP Participating Facility elects to participate under the terms of this Contract. 16. Authorized Representatives MMCAP's Authorized Representative is Alan Dahlgren, MMCAP Managing Director, or his/her successor, and has the responsibility to monitor the Vendor's performance. MMCAP shall notify Vendor's Authorized Representative if MMCAP's Authorized Representative changes at any time during the term of this Contract. The Vendor's Authorized Representative is Andy Oterson,National Account Manager, or his/her successor. If the Vendor's Authorized Representative changes at any time during this Contract, the Vendor must promptly notify MMCAP in writing via e-mail addressed to Emilio Graulau, MMCAP's Healthcare Products and Services Coordinator, at: Emilio.Graulau(a�state.mn.us or their designee,who will assume that responsibility for Vendor. 17.Notices Notices under this Contract shall be in writing, effective upon receipt and shall be sent by any of the following methods (i) facsimile or e-mail with return facsimile or e-mail acknowledging receipt; (ii)United 15 Page 587 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 States Postal Service certified or registered mail with return receipt showing receipt; (iii) courier delivery service with proof of delivery; or(iv)personal delivery. Either party to this Contract may change the names and addresses for receipt with notice to the other party. To MMCAP: MMCAP Healthcare Products & Services Program Coordinator 50 Sherburne Avenue, Suite 112 St.Paul, MN 55155 Email: MMCAP.HPSContracts(a�,state.mn.us Fax: 651.297.3996 To the Vendor: Henry Schein, Inc. General Counsel 135 Duryea Road, Melville,NY, 11747 Fax: 631-843-5660 18. Indemnification In the performance of this Contract by Vendor, or Vendor's agents or employees, the Vendor must indemnify, save, and hold harmless the State, MMCAP, MMCAP Participating Facilities and MMCAP Member States, their agents, and employees ("Customer Indemnified Parties"), from any claims or causes of action brought against any of them by third parties (other than claims or causes of action brought against any of them by another of the Customer Indemnified Parties),including reasonable attorney's fees incurred, to the extent caused by Vendor's negligent actions or omissions, or willful misconduct of Vendor in the performance of this Contract. On a comparative negligence basis, the indemnification obligations of this section do not apply to the extent the applicable claim or cause of action is the result of any of the Customer Indemnified Party's negligent acts or omissions or willful misconduct,in which event Vendor's obligation to indemnify the Customer Indemnified Parties shall be proportionate to such negligent acts or omissions or willful misconduct of the Vendor. This clause will not be construed to bar any legal remedies the Vendor may have for the State's failure to fulfill its obligation under this Contract. Pursuant to the Minnesota Constitution Article XI Section 1, MMCAP cannot indemnify the Vendor. 19.Liability Limitations WHILE VENDOR WILL NOT BE RESPONSIBLE FOR PRODUCT LIABILITY CLAIMS, AND MMCAP AND EACH MMCAP PARTICIPATING FACILITY SHALL LOOK TO THE MANUFACTURER OF PRODUCTS WITH RESPECT TO ANY SUCH CLAIMS IN ACCORDANCE WITH ARTICLE 3 SECTION 5 HEREOF,VENDOR WILL, AT SUCH MMCAP MEMBERS' OR MMCAP PARTICIPATING FACILITIES' REQUEST, USE REASONABLE EFFORTS TO COORDINATE DISCUSSIONS BETWEEN THE APPLICABLE MANUFACTURER AND MMCAP AND EACH MMCAP PARTICIPATING FACIL,ITY,AS APPLICABLE, WITH RESPECT TO ANY SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL(INCLUDING LOST PROFITS),PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES INCURRED BY THE OTHER PARTY, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES. 19.1.Warranty Vendor makes no representation or warranty of any kind, express or implied, as to the merchantability of any Products or their fitness for a particular use or purpose.MMCAP and each MMCAP Participating Facility shall look to the Manufacturer of Products and the provider of Services (if other than Vendor) for any warranty thereon.No agent, employee, or representative of Vendor has any authority to make any affirmation,representation, or warranty concerning Products not set forth in this contract.Vendor agrees to use commercially reasonable efforts to pass on, on a non-exclusive basis, from any Manufacturer of Products, the Product warranties provided by the Manufacturer or supplier to the extent 16 Page 588 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 such warranties are transferable. MMCAP and each MMCAP Participating Facility acknowledge that all times Vendor shall be able to rely for its own benefit on such warranties and Vendor shall not be obligated to pass on such warranties if such action shall result in Vendor being unable to rely on the warranties for its own benefit. Neither MMCAP nor any MMCAP Participating Facility shall hold Vendor liable for any defect in Products or Services,regardless of kind. MMCAP and MMCAP Participating Facilities agree to file solely with Manufacturer of the Products or provider of the Services (if other than Vendor) any claim or lawsuit alleging loss,injury, damage or death arising out of or caused by the use, sale, distribution, or possession of Products or Services. 20.Audits Under Minn. Stat. § 16C.05, subd. 5, the Vendor's books,records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State, MMCAP, and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six(6)years from the end of this contract. MMCAP and any MMCAP Participating Facility served by the Vendor shall have the right to audit Vendor to determine the validity of invoice pricing. Audits may be conducted by representatives of MMCAP in collaboration with other state and federal authorities. Such audits may be conducted only during ordinary business hours and upon reasonable prior notice to Vendor. The Vendor and MMCAP and/or the MMCAP Participating Facility shall each be responsible for its own costs associated with any audit,including reasonable costs related to the production of records and/or other documents requested by the other party. 21. Government Data Practices The Vendor and MMCAP must comply with the Minnesota Government Data Practices Act,Minn. Stat. Ch. 13 ("Statute")to the extent it applies to any data provided by MMCAP under this contract, and as it applies to any data covered by the Statute created, collected,received, stored,used,maintained, or disseminated by the Vendor under this contract.MMCAP agrees that it will not provide any personal health information(as defined in HIPAA) ("PHI") to Vendor. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13,by either the Vendor or MMCAP. If the Vendor receives a request to release the data referred to in this clause, the Vendor will notify MMCAP as and to the extent required by the Statute and will follow any lawful instructions with respect to such data to the extent required by the Statute except if Vendor's legal counsel advises against following such instructions. Vendor agrees to indemnify, save, and hold the State of Minnesota,its agent and employees,harmless from all claims arising out of,resulting from, or in any manner attributable to any violation by Vendor of any provision of the Minnesota Government Data Practices Act,including reasonable legal fees and disbursements paid or incurred to enforce this provision of the Contract, except to the extent such claims arise from MMCAP violating its obligation above to not provide any PHI to Vendor;PROVIDED, HOWEVER, THAT IN NO EVENT SHALL VENDOR BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL(INCLUDING LOST PROFITS),PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES INCURRED BY THE OTHER PARTY, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES. 22.Intellectual Property and Data MMCAP owns all rights, title, and interest in MMCAP customer data, sales transaction data, DEA/HIN information(subject to third-party rights), contract pricing, EDI transaction data,reverse distribution data, and payment data,including copyrights and trade secrets contained therein. MMCAP grants to Vendor a revocable,nontransferable, fully paid license, for the term of this Contract,to (i)release state specific data to an MMCAP Member's State Contact, MMCAP Participating Facilities; (ii)release any of the above data to 17 Page 589 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Product Manufacturers,when necessary for the performance of this Contract or as required by Vendor's agreements with such Product Manufacturers; (iii) to release any of the above data to other MMCAP- approved third parties,when necessary for the performance of this Contract; (iv)provide MMCAP Participating Facility purchase data to third-party aggregators, subject to Vendor's reasonable efforts to require such data aggregators to protect any identifiable data from discovery by another third party and subject to written approval by MMCAP; (v) provide MMCAP Participating Facility purchase data to other GPOs of which the MMCAP Participating Facility is also a member,provided such data will not include MMCAP-identifiable data; and(vi)use any of the above data for its internal purposes. Any MMCAP identifiable data provided hereunder to a third party must identify the data as MMCAP data and subject to Minn. Stat. Ch. 13. Vendor hereby agrees that in the event that an MMCAP Member or MMCAP Participating Facility requests in writing that its purchase data be kept confidential, such data will not be provided to third party aggregators. Vendor owns all rights, title, and interest to any aggregated data identifiable as not arising from this Contract and any other intellectual property created for or presented to MMCAP. Vendor grants to MMCAP an unlimited,non-revocable,non-transferable, fully paid license, for the term of this Contract,to use all intellectual property created for or presented to MMCAP under this Contract. 22.1.Pre-Existing Intellectual Property Subject to the license rights set forth above,MMCAP and Vendor shall each retain ownership of, and all right and, title and interest in and to, their respective pre-existing intellectual property. Vendor grants to State an unlimited,royalty-free,paid up,perpetual,non-exclusive,irrevocable,non-transferable license to use and modify any pre-existing Vendor intellectual property,including marketing materials and materials contained in solicitation responses provided by Vendor to MMCAP, an MMCAP Member, or MMCAP Participating Facility. The aforementioned license is solely for use by MMCAP, an MMCAP Member, or MMCAP Participating Facility, and its agents related to an internal business purposes. 22.2.Private Label Products Indemnification In the event Vendor manufactures its own private label products for sale and distribution through this Contract,Vendor will defend,indemnify and hold the MMCAP Member(s)harmless from any action or other proceeding brought against a MMCAP Member(s)by a third party to the extent that it is based on a claim that Vendor's trademarks used in connection with such Private Label Products delivered under this Contract infringes any U.S. trademark. Vendor will pay costs and damages finally awarded by a court of competent jurisdiction after exhaustion of all appeals against a MMCAP Member(s) as a result thereof, provided, that a MMCAP Member(s) (i)notifies Vendor of the claim within ten(10)business days, (ii) provides Vendor with all reasonably requested cooperation,information and assistance, and (iii) gives Vendor sole authority to defend and settle the claim subject to applicable state law. (i)Exclusions Vendor will have no obligations under this Section 22.2 with respect to claims arising from: (1) modifications to Private Label Products that were not performed by Vendor; (2)misuse of the Private Label Products or Vendor's trademarks; (3) compliance with specifications provided by a MMCAP Member(s); or(4) the use or integration of Private Label Products delivered under this MMCAP Member in combination with other Products or other technologies not provided by Vendor, if the claim would not have arisen but for the particular combination. THE FOREGOING ARE VENDOR'S SOLE AND EXCLUSIVE OBLIGATIONS, AND MMCAP MEMBER'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO OR ARISING OUT OF THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO PRIVATE LABEL PRODUCTS. (ii) Injunctions If a MMCAP Member's use of any Private Label Products delivered under this Contract is, or in Vendor's opinion is likely to be, enjoined due to a claim of infringement or misappropriation as specified in Section 22.2 above then Vendor may, at its sole option and expense: (1) obtain for a MMCAP Member the right to continue using such Private Label Products under this Contract; (2) replace or modify such Private Label Products to avoid such a claim,provided that the replaced or 18 Page 590 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 modified Private Label Products is substantially equivalent in function to the affected Private Label Products; or(3) if options (1) and(2) above are not practical in Vendor's reasonable opinion, then Vendor may take possession of the affected Private Label Products and terminate a MMCAP Member's rights and Vendor's obligations under this Contract in respect of such Private Label Products, and upon any such termination Vendor will refund to a MMCAP Member the purchase price of the affected Private Label Product net any discounts,rebates or other adjustments. 23.Workers' Compensation and Other Insurance Vendor certifies that it is in compliance with all insurance requirements specified in the solicitation document relevant to this Contract. Vendor shall not commence work under the contract until they have obtained all the insurance specified in the solicitation document. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Further,the Vendor certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2,pertaining to workers' compensation insurance coverage. The Vendor's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way MMCAP's obligation or responsibility. Vendor is required to provide certificates of insurance, and to maintain and furnish satisfactory evidence of the following insurance policies: 23.1.Workers' Compensation Insurance Except as provided below,Vendor must provide Workers' Compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota,including Coverage B, Employer's Liability. Insurance minimum limits are as follows: $100,000—Bodily Injury by Disease per employee $500,000—Bodily Injury by Disease aggregate $100,000—Bodily Injury by Accident If Minnesota Statute 176.041 exempts Vendor from Workers' Compensation insurance or if the Vendor has no employees in the State of Minnesota,Vendor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Vendor from the Minnesota Workers' Compensation requirements. If during the course of the Contract the Vendor becomes eligible for Workers' Compensation,the Vendor must comply with the Workers' Compensation Insurance requirements herein and provide MMCAP with a certificate of insurance. 23.2. Commercial General Liability Insurance Vendor will maintain commercial general liability insurance with coverage for bodily injury,including sickness or disease, death, as well as property damage,which may arise from operations under the Contract. Insurance limits are as follows: $2,000,000—per occurrence $2,000,000—annual aggregate $2,000,000—annual aggregate—Products/Completed Operations The followingcges shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury 19 Page 591 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Contractual Liability Products and Completed Operations MMCAP named as Additional Insured Other; if applicable,please list 23.3. Commercial Automobile Liability Insurance Vendor is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation,maintenance or use of all owned,hired, and non-owned autos which may arise from operations under this Contract. Insurance minimum limits are as follows: $2,000,000—each accident Combined Single limit for Bodily Injury and Property Damage In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile 23.4.Professional/Technical,Errors and Omissions, and/or Miscellaneous Liability Insurance This policy will provide coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under the Contract. Vendor is required to carry the following minimum limits: $2,000,000—per claim or event $2,000,000—annual aggregate Any deductible will be the sole responsibility of the Vendor. The retroactive or prior acts date of such coverage shall not be after the Effective Date of this Contract and Vendor shall maintain such insurance for a period of at least three (3)years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Vendor to fulfill this requirement. 23.5.Additional Insurance Conditions • Vendor's General Liability and Automobile Liability policy(ies) shall be primary insurance to any other valid and collectible insurance available to MMCAP with respect to any claim arising out of Vendor's performance under this Contract, except to the extent such liability is caused by MMCAP; • Vendor shall provide thirty(30) days' advanced written notice to MMCAP in the event of policy cancellation; • Vendor is responsible for payment of Contract related insurance premiums and deductibles; • If Vendor is self-insured, a Certificate of Self-Insurance must be attached; • Vendor's policy(ies) shall include legal defense fees; • Vendor shall obtain insurance policy(ies) from insurance company(ies)having an"AM BEST" rating of A- (minus); Financial Size Category(FSC)VII or better, and authorized to do business in the State of Minnesota(except if self-insured or via captive insurance); and • An Umbrella or Excess Liability insurance policy may be used to supplement the Vendor's policy limits to satisfy the full policy limits required by the Contract. • Vendor and its affiliates' use of self-insurance, as it is deemed to satisfy all insurance requirements set forth under this entire Agreement. 23.6.MMCAP reserves the right to terminate the Contract in accordance with Article 4, Section 3.2,if the Vendor is not in compliance with the insurance requirements and retains all rights to pursue any legal 20 Page 592 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 remedies against the Vendor. All insurance policies must be open to inspection by MMCAP, and copies of policies must be submitted to MMCAP's authorized representative upon written request. 23.7. The Vendor is required to submit Certificates of Insurance acceptable to MMCAP as evidence of insurance coverage requirements prior to commencing work under the contract. 24.Publicity and Endorsement 24.1.Publicity Any publicity by Vendor regarding the content of this Contract must identify MMCAP as the sponsoring agency and must not be released without prior written approval from MMCAP's Authorized Representative as set forth in Section 16. Any publicity by MMCAP regarding the subject matter of this Contract must not be released without the prior written notice of Vendor's Authorized Representative as set forth in Section 16. Notwithstanding the foregoing either party may publicize non-trade secret or public information in the normal course of business in order to promote its services. For purposes of this provision,publicity includes notices,informational pamphlets,press releases,research,reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors,with respect to the program,publications, or services provided resulting from this Contract. 24.2.Endorsement The Vendor must not claim that MMCAP endorses its Products or Services,nor may MMCAP claim that Vendor endorses its Products or Services. 25.Direct Marketing,Advertising, and Offers with Participating Facilities Any direct advertising,marketing, or direct offers the Vendor intends to distribute in any form to MMCAP Participating Facilities for Contract Products must be approved in writing by the MMCAP Office. 26. Governing Law,Jurisdiction and Venue Minnesota law,without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings out of this contract, or its breach,must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 27.Data Disclosure Under Minnesota Statute §270C.65, Subdivision 3 and other applicable law,the Vendor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State,to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Vendor to file state tax returns,pay delinquent state tax liabilities,if any, or pay other state liabilities. 28.Payment to Sub-Contractors (If Applicable) As required by Minnesota Statute § 16A.1245, the prime Vendor must pay all subcontractors,less any retainage,within 10 calendar days of the prime Vendor's receipt of payment from the State for undisputed services provided by the subcontractor(s) and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s). 29.Minnesota Statute § 181.59,Discrimination on Account of Race, Creed or Color Prohibited in Contract The Vendor will comply with the provisions of Minnesota Statute § 181.59 which requires: Every contract for or on behalf of the state of Minnesota, or any county, city, town, township, school, school district, or any other district in the state, for materials, supplies, or construction shall contain provisions by which the Vendor agrees: (1) That,in the hiring of common or skilled labor for the 21 Page 593 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 performance of any work under any contract, or any subcontract,no Vendor,material supplier, or Vendor, shall,by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; (2) That no Vendor,material supplier, or Vendor, shall,in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired,prevent, or conspire to prevent,the person or persons from the performance of work under any contract on account of race, creed, or color; (3) That a violation of this section is a misdemeanor; and(4) That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the Contract,may be forfeited for a second or any subsequent violation of the terms or conditions of this Contract. 30.Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business MMCAP intends to carry out its responsibility for requiring affirmative action by its Vendors. 30.1. Covered Contracts and Vendors If the Contract exceeds $100,000 and the Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business,then the Vendormust comply with the requirements of Minn. Stat. § 363A.36 and Minn.R.Parts 5000.3400-5000.3600. A Vendor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance,must certify that it is in compliance with federal affirmative action requirements. 30.2.Minn. Stat. §363A.36 Minn. Stat. § 363A.36 requires the Vendor to have an affirmative action plan for the employment of minority persons,women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. 30.3.Minn.R. 5000.3400-5000.3600 a. General Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans;procedures for issuing certificates of compliance and criteria for determining a Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-5000.3559. b.Disabled Workers The Vendor must comply with the following affirmative action requirements for disabled workers. 1. The Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship. 2. The Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 3. In the event of the Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the 22 Page 594 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 4. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment,notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. 5. The Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the vendor is bound by the terms of Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. a. Consequences The consequences for the Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this contract by the Commissioner or MMCAP. b. Certification The Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 31. Certification of Nondiscrimination (In Accordance with Minn. Stat. § 16C.053) The following term applies to any contract for which the value,including all amendments,is $50,000 or more: Vendor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel,when making decisions related to the operation of the Vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel,when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason. 32. Contingency Fees Prohibited Pursuant to Minnesota Statutes Section 10A.06,no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. 33.Force Majeure Neither party hereto will be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God,war, riot, fire, or raw material or transportation shortages that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable. Except for provisions of this Contract relating to protection of Trade Secrets and the obligation of payment, neither party will be liable for non-performance caused by circumstances beyond their reasonable control, including, but not limited to (i) Acts of God, explosion, flood, lightning, tempest, fire or accident; (ii) war, hostilities (whether war is declared or not), invasion, acts of foreign enemies; (iii) rebellion, revolution, insurrection,military or usurped power or civil war;(iv)riot,civil commotion or disorder;(v)acts,restrictions, regulations, refusals to grant any licenses or permission, prohibitions or measures of any kind on the part of any local,state,national,governmental or supra-governmental authority;(vi)state government shutdown;(vii) import or export regulations or embargos; (viii) defaults of subcontractors where such default is itself caused by force majeure. 23 Page 595 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 34. Severability If any non-material provision of the Contract, including items incorporated by reference, or any application of the terms thereof, shall be found to be illegal,invalid,unenforceable, or void, then both MMCAP and the Vendor will be relieved of all obligations arising under such provisions. The remainder of the Contract, including all provisions and the application of such provisions, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 35.Dispute Resolution 35.1.Dispute Resolution between MMCAP Participating Facility and Vendor,through Vendor's Escalation Procedures If Vendor and an MMCAP Participating Facility(each a"Designated Party" and together the "Designated Parties")have disputes related to the Vendor's performance under this Contract, then the Designated Parties will first utilize Vendor's Sales Escalation Procedure as set forth on Attachment L of this Contract. If the disputes cannot be resolved, the Designated Parties will handle resolution of the unresolved disputes using the following procedure set forth below: a.MMCAP Participating Facility Notification to Vendor and MMCAP Office The MMCAP Participating Facility shall promptly notify the Vendor and the MMCAP Office, of any known unresolved dispute and work in good faith to resolve such dispute within five (5)business days of such notice or such other time as may be needed but in no event greater than thirty(30) days. Absent resolution after five (5)business days or such other time as set forth herein, the Designated Parties shall proceed to the Documentation and Escalation steps described below. b.Documentation The Designated Parties will each develop written summaries of the unresolved dispute within five (5)business days that describes the issue(s),relevant impact, and positions of each Designated Party. The summaries must be sent to the MMCAP Office. c.Escalation of Dispute If the matter is escalated to the MMCAP Office, each Designated Party shall submit documentation to MMCAP regarding the unresolved dispute, and if MMCAP determines that the Vendor is at fault, and the issue with the Vendor's performance has not been resolved, a teleconference will be scheduled between the MMCAP Office and the Vendor's Authorized Representative, to review the briefing document and develop a proposed resolution and plan of action, to be executed in accordance to Section 35.d below. The resolution plan and timeline must be agreed to by the Designated Parties to the dispute,including the MMCAP Office. d. Resolution pian between Vendor and the MMCAP Office After a resolution plan and timeline has been determined between the Designated Parties and MMCAP,Vendor will cure the applicable issue,but in no event longer than thirty(30)business days,unless otherwise agreed to by the express written agreement of the Designated Parties and MMCAP. Failure to cure any defect listed below within thirty(30)business days shall give the MMCAP Office cause to declare a material breach, subject to the termination rights set forth herein. 1. Member Contract Attachment a. Subject to Section 6 of Article 4, upon identifying non-attachment of a MMCAP Member to the Products and pricing of this Agreement,Vendor has ten (10)business days or a time- window as mutually understood upon between Vendor and MMCAP, to process credits to the MMCAP Member(s) on Products under the pricing of this Agreement and to report such activity of sales to the MMCAP Office in the Sales Data Usage and Administrative Fee Data Report. b.If the Vendor does not comply with processing credits,to the MMCAP Member(s), MMCAP reserves the right to pursue any remedy available at law,including,without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. 24 Page 596 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.Reporting Requirements a.Upon identifying the non-receipt of reporting activity from the Vendor for an applicable MMCAP Member,Vendor(i)has ten(10)business days to submit the required reporting activity to the MMCAP Office and (ii) and if applicable, shall process any credits to the MMCAP Member and Administrative Fees to the MMCAP Office. b.If the Vendor does not comply with submitting the required reporting activity, to the MMCAP Office, MMCAP reserves the right to pursue any remedy available at law, including,without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. 3.Pricing Accuracy a.Upon identifying pricing inaccuracy on the sales of Products under this Agreement for an applicable MMCAP Member,Vendor has ten(10)business days, or a time-window as mutually understood upon between Vendor and MMCAP,in order to process credits to the MMCAP Member(s). b.If the Vendor does not comply in processing credits to the MMCAP Member(s), MMCAP reserves the right to pursue any remedy available at law,including,without limitation of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. 35.2.Jurisdiction and Venue of Purchase Orders Upon completion of the Dispute Resolution process outlined in this Section 35, and solely with the prior written consent of MMCAP and the State of Minnesota Attorney General's Office, the MMCAP Member may bring a claim, action, suit or proceeding against Vendor. The MMCAP Member's request to MMCAP to bring the claim, action, suit, or proceeding must state the initiating party's desired jurisdiction,venue and governing law. Upon completion of the Dispute Resolution process outlined in this Contract,the Vendor may bring a claim, action, suit or proceeding against MMCAP Member,in Vendor's sole discretion. 35.3.Mandatory Resolution Plan Between MMCAP and the Vendor Without Need for Prior Escalation A mandatory resolution plan and timeline shall be created by the Parties,without the prior need for Escalation of Dispute,when any of the following circumstances occur. Failure to correct identified defects, as set forth below in Sections 35.3.1, through 35.3.8,within the agreed upon time,not to exceed thirty(30)business days, or the reoccurrence of any event under Section 35 within ninety (90) days of initial resolution, shall give MMCAP cause to declare a material breach, subject to the termination rights set forth herein. Failure to correct identified defects, as described below, shall grant cause for any affected MMCAP Member or MMCAP Participating Facility to terminate this Contract in accordance with Section 3 of Article 4. 35.3.1.Reports Vendor submits any such required report or data in a manner that materially fails to comply with the applicable provisions set forth in this Contract. 35.3.2.Invoices If an MMCAP Participating Facility places an order for Product and receives a separate invoice for any fee not directly related to the cost of the Product from the Vendor without providing a separate invoice that references the same invoice number or purchase order number that is indicated on the Product invoice or purchase order. 35.3.3.Unauthorized Fees Vendor charges an MMCAP Participating Facility any fee not authorized by this Contract or any attachment hereto. 25 Page 597 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 35.3.4.Inventory Management MMCAP Contract Products which also include Products resulting from MMCAP's direct contracts with Manufacturers are not loaded, stocked (based upon usage,request,notice of usage or due to barriers created by Vendor to avoid stocking the Product), and viewable by all MMCAP Participating Facilities, as required pursuant to this Contract and within the timelines set forth herein. 35.3.5.Delivery Delays Deliveries made by the Vendor are not in accordance with the time schedules specified in Attachment B or as otherwise agreed upon by the Vendor and MMCAP Participating Facility. 35.3.6.Ordering Information Products and pricing are not loaded correctly into the Vendor's Product ordering system and an MMCAP Participating Facility must order alternatives to the MMCAP Contracted Products due to the Vendor's error. 35.3.7.Business Interruption Plan Vendor experiences a systemic business interruption that materially affects Vendor's ability to perform its obligations under this Contract, excluding those systemic business interruptions caused by an event of force majeure; change in applicable laws,rules or regulations or interpretation or application thereof, changes in Manufacturer policies or procedures; or any other event outside the reasonable control of Vendor. 35.3.8.Required Licenses,Permits, and Registration Vendor fails to maintain all necessary licenses,permits and registrations required by state, local and federal agencies. Unless the information is proprietary,Vendor must make such documentation available upon request by the MMCAP Office. 35.4.Performance while Dispute is Pending Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of their responsibilities under the Contract. If the Vendor fails to continue without delay to perform its responsibilities under the Contract,in the accomplishment of all undisputed work, any additional costs incurred by MMCAP and/or MMCAP Participating Facilities as a result of such failure to proceed shall be borne by the Vendor. 35.5.No Waiver This clause shall in no way limit or waive either party's right to seek available legal or equitable remedies. 36.Required Licenses,Permits and Registration Vendor shall have in place prior to the start of the Contract, and must maintain for the term of the Contract, all applicable current licenses,permits and registrations required by state, local and federal agencies in order to fulfill the obligations under this Contract. Vendors must make such documentation available upon reasonable request by the MMCAP Office,unless such documentation is considered Vendor's proprietary information. 37.DEA License/HIN The Vendor shall not require an MMCAP Participating Facility to have a DEA number in order to obtain Products unless the MMCAP Participating Facility places orders for controlled substances. MMCAP Participating Facilities will have HIN numbers assigned by the MMCAP Office, or proof of applicable state licensure from MMCAP Participating Facilities. 26 Page 598 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 38.Assignment,Amendments,Waiver, and Entire Contract 38.1.Assignment Neither party may neither assign nor transfer any rights or obligations under this Contract without the prior written consent of the other party and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Contract, or their successors in office. 38.2.Amendments Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract, or their successors in office. 38.3.Waiver If a party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it. 38.4.Entire Contract This Agreement constitutes the entire Contract between MMCAP and the Vendor. This Contract shall exclusively govern the purchases of Products that occur during the Term. No other understanding regarding this Contract,whether written or oral,may be used to bind either party. 39. Survival of Terms The following clauses survive the expiration, termination or cancellation of this Contract: 18. Indemnification; 19. Liability Limitations; 20. Audits; 21. Government Data Practices; 22.Intellectual Property and Data; 24.Publicity and Endorsement; 26. Governing Law Jurisdiction, and Venue; 27. Data Disclosure. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 27 Page 599 of 1076 Henry Schein Medical MMCAP Contract No. MMS ISO 16 40.E-Verify Certification (In Accordance with Minn. Stat.§16C,075) For services valued in excess of$50,000, Contractor certifies that as of the date of services performed on behalf of the State,Contractor,all its subsidiaries and its subcontractors,if any,will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United States who will perforin work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at:littp://www,inntci.admin.state.ntn.us/dot/l:verifi,SubCertForm.doc. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request. IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the Effective Date. 1.HENRY SCHEIN MEDICAL,A DIVISION OF 2.STATE OF MINNESOTA FOR MMCAP HENRY SCHEIN,INC. In accordant s+{ith Minn.stat.§16C,03,subd.3 The Vendor certifies that the appropriate person(s)have executed this l PAat4NAh Agreement on behalf of the Vendor as required by applicable articles, By; PS bylaws,tesoll,* or ordinances (� Title: U r By: 19i Title: V�. kkalyl(_i0[P_ &-V_1 Date: (0 —,-20 — g Date: 3. COMMISSIONER OF ADMINISTRATION In accordance with Minn.Stat.§16C.0 bd-� By .--� / Title: Date: [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 28 Page 600 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT A: PRODUCTS AND SERVICES PRICING The MMCAP Participating Member will receive the Contract pricing as set forth,in the following tabs: the Brand Label Core Products tab; the Private Label Core Products tab; the Non-Core Products4 tab;the Equipment Schedule tab, and the Additional Value Offerings tab. The price file for Attachment A on this Agreement,is located next to the Contract, on the MMCAP website (hqp://www.mmd.admin.state.mn.us/MMCAP/Contracts/Default.aspx), and login credentials are required in order to access it. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 4 the listed categories in the Non-Core Products tab,are intended to cover the Vendor's most current,published catalog of Products,which are not listed in the remaining tabs. 29 Page 601 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT B: STATEMENT OF WORK AND VENDOR PERFORMANCE REQUIREMENTS L OPERATIONAL REQUIREMENTS 1.Vendor Service Area As of the Contract Commencement Date,Vendor will provide all Products and related Services, covered under this Contract, on a timely basis,to all of the MMCAP Participating Facilities located within the Service Area listed in Attachment D of this Contract. MMCAP reserves the right to add or delete MMCAP Members at any time, during the Contract term. 2.Required Vendor Personnel Vendor must maintain sufficient personnel,including but not limited to, the personnel listed below,who can provide comprehensive and timely customer services and support to the MMCAP Participating Facilities and the MMCAP Office. Vendor's personnel must have professional qualifications, training and experience,to provide support related to the Products and Services covered by this Contract. In addition,Vendor represents and warrants that its personnel have validated competencies in accordance with all applicable law and regulatory agencies,related to Services and Products covered by this Contract. Vendor personnel must include but are not limited to the following: • Primary Account Representative, Account Representative, sales representatives; • customer service representatives; • clinical representatives, to the extent applicable; • distribution center representatives; • MMCAP Contract representatives for the MMCAP Office; • MMCAP Contract representatives for the MMCAP Members; • MMCAP account representatives; • Product marketing specialists; • Product training and education specialists in the form of facilitating such training and education with the applicable Manufacturer; • supply chain improvement specialists; • Product ordering system technical support and training specialists; • Contract implementation and transition team; • account payable/receivable specialists, capable of addressing and timely solving invoice/credit rebill inquiries. 3. Customer Service to MMCAP Office. 3.1.The Vendor will provide its customer service function to the MMCAP Office,by assigning a Primary Account Representative to the MMCAP Office, and must provide a minimum of 24 hours' advanced notice to MMCAP,if that person is reassigned. The Primary Account Representative will be responsible to discuss at a minimum,but not limited,the following topics: • Customer satisfaction; • Vendor performance; • specific account performance; • required reports; • other Contract related issues. 30 Page 602 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 a. The Vendor's designated Primary Account Representative for the MMCAP Office will be as follows (or the Vendor's named successors): N�Yue ' 'Title ,(��fi�e Ac�ciress orit��tTnform�tiori Andy Oterson Manager,National N/A Phone: N/A Account Mobile Phone: (240) 409-6125 Fax: N/A Email: And .Oterson a hem schein.com b. The alternate Account Representatives will be: Naine TitYe (Sffice'A.dd�ess Contact'°Infiorn�tion`. Carole DeLong Telesales N/A Phone: (775) 327-3200 x2242770 Consultant Mobile Phone: N/A Fax: N/A Email: Carole.Delona hen schein.coM c.Additional functional contacts are: N�iine TitYe (Sffice'A.ddess Contact'°Infiorntion`. Andy Goldy GM, EMS N/A Phone: (800) 868-2472 x2352132 Specialty Mobile Phone: N/A Fax: N/A Email: And .Goldwhen schein.com Neil Silverstone Manager,National N/A Phone: (631)454-3008 x2223008 Sales Mobile Phone: N/A Fax: N/A Email: Neal.Silverstone a hen schein.com Stacy Garrett Manager, Telesales Phone: (775) 327-3227 x2243227 (Meadows) Mobile Phone: N/A Fax: Email: Stac .Meadows a hen schein.com d.In the event the MMCAP Office determines the Primary Account Representative is non-responsive, the MMCAP Office will escalate issues to the following individuals to take appropriate corrective action for problem resolution: NaYue ' 'Title ;(��fi�e Ac�ciress orit�titTnform�tiori John Ballarin Senior Manager, N/A Phone: (734) 431-1161 National Accounts Mobile Phone: Fax: N/A Email: John.Ballarin ahenjyschein.com Joe Kenis Senior Manager, N/A Phone: (734) 431-1161 National Accounts Mobile Phone: Fax: N/A Email: Joe.Kenis a,hen schein.com e. The Vendor shall notify the MMCAP Office of changes in the Vendor's key administrative personnel,in advance and in writing. Any employee of Vendor,who,in the opinion of the MMCAP Office, the MMCAP 31 Page 603 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Participating Facilities or the MMCAP State Contacts is unacceptable,will be removed from the project upon written notice to the Vendor;provided,however, any such removal must be for lawful reasons. In the event that an employee is removed pursuant to a written request from MMCAP's Authorized Representative, the Vendor will have thirty(30)business days in which to fill the vacancy with an employee,in Vendor's sole discretion. There will be no charge to the MMCAP Office, MMCAP Member States or the MMCAP Participating Facilities, for assigning replacement personnel. Vendor agrees that each such replacement personnel have the necessary orientation,background,knowledge, skills, and abilities, to perform in the position replaced. 3.2.Customer Service Department Vendor must maintain through the term of this Contract, a toll-free customer service call center. The call center operational hours must cover all the U.S. time zones,including Alaska and Hawaii, during normal business hours and have a system to respond to inquiries during its non-operational hours. The call center representatives must be capable of responding to telephone or electronic message inquiries (e.g. email, or"click to chat feature" on Vendor's website), from the MMCAP Participating Facilities and the MMCAP Office. The call center representatives must also have the corporate authority, experience and training to respond to any inquiry related to the MMCAP Contract. Vendor shall provide the MMCAP Participating Facilities access to the Vendor's customer service department, which at a minimum, consists of the following: • Customer support center located at: Reno,NV and Melville,NY • Customer service hours of operation are Sam—8:30pm, EST; Monday -Friday, excluding the following national holidays: Christmas,New Year's Eve, 4'of July, Labor Day, Memorial Day, Thanksgiving Day and the day after Thanksgiving. • Access to customer service representatives,with principal responsibilities in the areas of but not limited to: order entry, shipping, delivery, ordering, stocking issues, and other general customer service requests, can be reached toll free at 800-472-4346 for customer service support or 800-772-4346 to place an order; to fax an order 800-329-9109, or by e-mail at custsery a,henryschein.com for customer service support or medsls a,henryschein.com to place an order via email. • Technical support is available Monday-Friday; Sam—8pm EST. Technical support can be reached toll free by calling 800-711-6032, or via email at ECS(ahenaschein.com. See Section 2.9, of IT Contract Transition and Implementation, for more details on technical support for Product ordering. • Emergency Call Procedures: Vendor agrees to use commercially reasonable efforts to accommodate any emergency orders a MMCAP Member or MMCAP Participating Facility may have which shall be used for life critical emergency situations only, that requires Product before the Next Scheduled Delivery Day, provided however that MMCAP, MMCAP Members and MMCAP Participating Facilities understand that Vendor does not have the capabilities to provide delivery of Products on the same day an Order is placed. Such MMCAP Member and/or MMCAP Participating Facility may utilize one of the contact methods outlined under Section 3.2 of this Attachment B to reach out to Vendor. 3.3.MMCAP Participating Facility Customer Account Representatives Vendor will have a designated account representative appointed by the Vendor's Primary Account Representative, who can address Contract related issues, as initiated by MMCAP Participating Facilities located in each MMCAP Member State.Upon request,the representatives will meet with MMCAP Office,MMCAP Member State/City Representatives and the MMCAP Participating Facilities, to discuss at a minimum,but not limited to, the following: • Customer satisfaction; • Vendor performance; 32 Page 604 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 • State account performance; • Reports (e.g., Contract compliance); • Invoices for charge-backs and/or Products not billed to Medicare; • Other contract related issues. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 33 Page 605 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 IL CONTRACT TRANSITION,IMPLEMENTATION AND MANAGEMENT 1.MMCAP Contract Transition and Implementation In completing the transition of this Contract,Vendor shall work with the MMCAP Office, MMCAP State Contacts and MMCAP Participating Facilities, to determine the appropriate steps and schedule for the transition. Vendor acknowledges that the transition may be dependent upon the terms of the MMCAP Participating Facilities' existing contracts with manufacturers and distributors. Vendor's procedure for implementing and transitioning MMCAP Participating Facilities to this Contract is set forth on Attachment E: Vendor's Contract Implementation and Transition Plan. 1.1.Mutual Exchange of Account Based Information Within sixty(60) days,before the Commencement Date of this Contract, the MMCAP Office will provide the Vendor with its list of current MMCAP Participating Facilities, along with Product usage information. Within sixty (60) days after the Effective Date of this Contract, the Vendor will provide the MMCAP Office,with the list of existing MMCAP Participating Facilities Vendor is servicing under this Contract. During the term of this agreement, MMCAP and the Vendor will exchange their respective lists of Members, on a monthly as set forth in Section 4.5. Vendor Member Listing Report,in order to verify MMCAP Participating Facilities. 1.2.MMCAP Member Eligibility Vendor shall inform any prospective new MMCAP business account,that before it is eligible to purchase Products covered by this Contract, at pricing available only to MMCAP Members,it must complete the MMCAP Membership Application form, and enter into a MMCAP membership agreement. Vendor also agrees to refer any prospective new MMCAP business accounts that need further assistance regarding the MMCAP Membership Application process,to the MMCAP Office and to the MMCAP State Contact. 1.3.Vendor Required Documentation Vendors will provide written notification to new and existing MMCAP Participating Facilities and MMCAP State Contacts, about the Vendor's required documentation and instructions, to enable the MMCAP Participating Facilities to transition to the new MMCAP Contract. At least sixty(60) days before the Commencement Date of the MMCAP Contract, and throughout the Contract term,Vendor will promptly notify the MMCAP Participating Facilities and the State Contacts of any missing or incomplete documentation required for account set-up. 1.4. Start-Up Inventory If applicable,historical Product usage data will be provided by the MMCAP Office to the Vendor, at least sixty (60) calendar days prior to the Commencement Date of the Contract. Subject to the approval and compliance requirements of the applicable Manufacturer, and upon the request of a MMCAP Participating Facility,Vendor will make commercially reasonable efforts to stock MMCAP Contract Products loaded in its ordering system, and may have a minimum of thirty(30) calendar days' Core Product supply available to order before the Commencement Date of the MMCAP Contract. 1.5.Product Samples and/or Demonstration Models Upon the written request from any MMCAP Participating Facility,before the Commencement Date of the MMCAP Contract, or at any time during the Contract term, the Vendor agrees to provide Product samples within reason and so long as available from an applicable Manufacturer, and/or demonstration models to any MMCAP Participating Facility at no charge. Upon request from MMCAP Participating Facilities, the Vendor will use commercially reasonable efforts to also provide,if applicable,training on the Products, or facilitate the training of such Product with the applicable Manufacturer, covered by the MMCAP Contract,including the Product features and proper Product use. 34 Page 606 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 1.6.MMCAP Office Contacts The primary MMCAP Office Contacts during the Contract implementation and transition period are: • Emilio Graulau,MMCAP Healthcare Products & Services Coordinator Email: Emilio.Graulau(a�state.mn.us Phone: 651-201-3113 • Elizabeth Suszynski, MMCAP Healthcare Products & Services Coordinator Email: Elizabeth.Suszynski a,state.mn.us Phone: 651-201-3125 • Jim Losinski, MMCAP Healthcare Products & Services Manager Email: James.Losinski(astate.mn.us Phone: 651-201-2440 • Alan Dahlgren, MMCAP Managing Director Email: Alan.Dahl ren ,state.mn.us Phone: 651-201-2410. 1.7.Business Interruption Plan Vendor must have in place, during the term of this Contract, an emergency preparedness and business continuity plan. During the implementation and transition phase of this Contract,Vendor will work with each requesting MMCAP Participating Facility, to develop a pre-selected list of Products to be shipped in the event of a national or regional emergency.Vendor's detailed Business Interruption Plan is set forth on Attachment K. 1.8.Inventory Management Described below are the Product inventory management requirements for MMCAP Contract Products that are set forth on Attachment A. • Inventory Management at an MMCAP Participating Facility Upon request by an MMCAP Participating Facility,Vendor may provide at cost or no cost to the MMCAP Participating Facility,inventory management support that includes but is not limited to: training, software, reporting capability, and handheld devices, to assist the facility in performing its onsite inventory. Upon request by the MMCAP Participating Facility,Vendor may agree to conduct the inventory management support Services, in accordance with the process mutually agreed upon by Vendor and such MMCAP Participating Facility. • Vendor Contacts Vendor's designated contact for all usage,inventory, and special order questions for the MMCAP Office is: N�iine "Titre Office'A.ddess I ontatIrifiormtion`. Andy Oterson Manager,National N/A Phone: N/A Accounts Mobile Phone: (240) 409-6125 Fax:N/A Email: And .Oterson a hem schein.com 35 Page 607 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Vendor's designated contact for all usage,inventory and special order questions for the MMCAP Participating Facilities is: N�iine "Titre (�ffice'A.ddess ontatIrifiormtion`. Andy Oterson Manager,National N/A Phone: N/A Accounts Mobile Phone: (240) 409-6125 Fax:N/A Email: Andy.Otersonahem schein.com 1.9.MMCAP Contract Products 1.9.1.Non-Stocked MMCAP Contract Products For MMCAP Contract Products that are not stocked, an MMCAP Member or MMCAP Participating Facility, as applicable,may request the Vendor add the Product to inventory at the applicable distribution center,by contacting customer service or its account representative. Upon mutual agreement between Vendor and a MMCAP Participating Facility, such non-stocked MMCAP Contract Product will be available for delivery within seven(7)—thirty (30)business days,which such availability and delivery, shall be subject to Manufacturer's lead time,unless such non-stocked MMCAP Contract Product is delayed due to Manufacturer unavailability, or force majeure provision, as set forth in Article 4, Section 33 of this Contract. In the event the fulfillment of any of the requests exceeds what is specified in this section,Vendor will provide prior written notice of the delay, the reason for the delay, and the estimated fulfillment date to the requesting MMCAP Member or MMCAP Participating Facility and the MMCAP Office. • Vendor may stock MMCAP Contract Products,which meet the Stocking Requirements of Vendor and subject to the approval, availability and compliance requirements of an applicable Manufacturer, and upon the request of a MMCAP Member or MMCAP Participating Facility("Stocked Products"). • Upon request,Vendor will develop an inventory forecasting report to the MMCAP Office. This report will monitor and forecast ordering,usage patterns, as well as,identify significant trends,including increases and decreases in purchases. Monthly Contract compliance reports to monitor purchases of MMCAP Contract Products must also be available to the MMCAP Office upon request. • Vendor may not discontinue stocking a Stocked Product,unless an applicable MMCAP Member or MMCAP Participating Facility is not meeting the Stocking Requirements. Provided however,Vendor shall notify the applicable MMCAP Member or MMCAP Participating Facility of its intent to remove such Stocked Product from its distribution center. • Vendor acknowledges and agrees to maintain Product utilization history data of the MMCAP Contract Products for a minimum of sixty (60) calendar days. If any Product has not been ordered after sixty(60) calendar days,Product utilization history data can be adjusted accordingly in the Vendor's Product inventory management system, to reflect the non-usage of the Product. 1.10.MMCAP Contract Product Additions 1.10.1.Except for newly added MMCAP Contract Products,Vendor will use commercially reasonable efforts to have the Products loaded and viewable in its system, and ready for delivery no later than thirty(30)business days from the time Vendor receives notification, from the Manufacturer, that the Product has been added to the MMCAP Contract. 2.MMCAP Contract Management 2.1.MMCAP Contracted Manufacturers If MMCAP contracts directly with a Manufacturer for medical Products, Medical Equipment and Services, and select pharmacy Products, the Vendor,if it has an existing relationship with the awarded Manufacturer,may agree to stock the MMCAP Contracted Manufacturer's Product. Vendor will distribute the MMCAP Contracted Manufacturer's 36 Page 608 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Products, as they become available to MMCAP Participating Facilities at the purchase prices agreed to by MMCAP and Vendor. Vendor will have the new MMCAP Contracted Products loaded and viewable within thirty(30) business days from verification from the Manufacturer. The stocking requirements for such new MMCAP Contracted Products will be in accordance with Vendor's stocking requirements and policies. The availability for delivery will be subject to a Manufacturer's availability and lead time. If Vendor does not have a business relationship with the new MMCAP Contracted Manufacturer,Vendor shall use commercially reasonable efforts to establish a business relationship, and will follow the terms and procedures outlined in this section. The MMCAP Office reserves the right to modify the MMCAP Contracted Manufacturers List, as set forth in Attachment F, at any time during the Contract term. MMCAP shall provide Vendor notice of any changes to Attachment F. 2.2.Product Outages 2.2.1.Product Stock Outages Vendor's Stock Outage and Backorder Policy is attached to this Contract as set forth in Attachment H. Product Backorder due to cancellations/backorders that are not created by the Vendor's Contracted Supplier,will be considered a failure to perform by the Vendor,unless such failure to perform is subject to a Force Majeure as set forth in Section 33 of Article 4, and may be considered grounds for termination of this Contract. In addition to the policy in Attachment H,the Vendor agrees to utilize the following process in the event of a backorder situation due to a Vendor-created stock outage. • Immediate Notification Vendor will provide written notice to the MMCAP Members, MMCAP Member States and the MMCAP Office within forty eight(48)hours, of being notified by an applicable Manufacturer, of any Products covered by this Contract and that are on Manufacturer Backorder. Vendor's backorder notification will include: o The Products placed on backorder status; o provided that Vendor has received such information from the applicable Manufacturer, (i) the expected timeline of the backorder, from the time the Products are added to the backorder status and (ii) the back order status of the Products will be removed; o the reason for the Product backorder,if Vendor knows the reason, and how the Vendor intends to resolve the backorder situation; o summary of the plan to obtain Product Substitutes during the backorder period. 2.3. Options for Obtaining Backordered Products 2.3.1.Manufacturer Direct Shipment If there are Products subject to a Manufacturer Backorder, and these Products are deemed critical by the MMCAP Participating Facility, and the Products are available from another Manufacturer, then,if expedited shipping is requested, the Vendor may have such other Manufacturer of the Product, Drop Ship the Product to the MMCAP Facility via Next Day Delivery or to the extent such Manufacturer does not Drop Ship Products, Vendor will ship the Product as soon as such Products are available to the MMCAP Facility for delivery via Next Day Delivery. The MMCAP Participating Facility may be subject to additional cost or shipping charges. 2.3.2.Purchase of Product Substitutes on the Open Market Should the MMCAP Participating Facility opt out of the Automatic Product Substitution process for the then requested Manufacturer Backordered Product in an applicable Order,the ordering MMCAP Member may purchase a Product Substitute on the open market during the time the Vendor is unable to provide such Manufacturer Backordered Products.Vendor must distribute and deliver the Products covered under this Contract to the nationwide MMCAP Participating Facilities,including the states of Alaska and Hawaii. The Vendor must deliver to sites identified by the ordering MMCAP Members, and if necessary, add other delivery 37 Page 609 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 sites as identified by the MMCAP Members during the term of the MMCAP Contract. The Vendor will at no time,refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Member, and the MMCAP Office. Vendor will use commercially reasonable efforts to agree to deliver the Products that accommodate the business model or the specific delivery needs of the MMCAP Participating Facility. 2.3.3.Auto-Backorder Vendor will have an auto-backorder function that is part of its existing Product ordering system,which will allow MMCAP Participating Facilities to receive backordered Product due to Vendor created Stock Outages promptly,upon availability of the Product. 2.4.Management of MMCAP Contract Products 2.4.1.Price Loading Requirements a.Vendor will be responsible for processing the MMCAP Contract File Updates,or the files sent to the Vendor by the MMCAP Office,which specify the Products and pricing covered under this Contract. b.Vendor will load the pricing covered under this Contract. c.Vendor will identify Products either under brand, or private labels. d.Price Loading MMCAP Contracts If applicable to this Contract, this may also include the Product pricing that the MMCAP Office has negotiated with MMCAP Contracted Manufacturers. • Timeframe,including Effective Date; • distribution fees; • loading of Manufacturer pricing; • Contract implementation; e.Vendor will load and make viewable in its ordering system, all data lines from MMCAP's Contract File update notifications, on a date agreed upon between the Vendor and MMCAP. When Manufacturer verification is needed,in order to load an MMCAP Contracted Manufacturer's Product, and the MMCAP Contracted Manufacturer has not responded, or provides data that is inconsistent with the MMCAP Contract File Updates,Vendor will use commercially reasonable efforts to notify the MMCAP Office in writing,no later than five (5)business days (after the previously mutually agreed date allowed for Vendor processing). f.Provided that Vendor has received all requested account set-up information,Vendor will have all MMCAP Contract and individual MMCAP Contracted Manufacturer contracts loaded,prior to the MMCAP Member's first order. This includes all tiered Contracts,if applicable to this Contract. 2.4.2.Product Additions/Deletions Vendor may not add or remove any MMCAP Contract Products from its database, except those identified in the Non-Core Products tab, of Attachment A,without the prior written consent of the MMCAP Office, as set forth in Article 4, Section 38.2, Amendments, of this Contract. Notwithstanding the foregoing,Vendor shall have the right to remove any Product as a result of any governmental agency notifying Vendor to discontinue selling Products,to include but not limited to recall Products. Vendor shall provide notice to the MMCAP Member of such occurrence. 2.4.3.Adequate Supply Vendor agrees to use commercially reasonable efforts to maintain an adequate supply of at least thirty(30) days any Product that is added to the MMCAP Contract and to which Vendor agrees. 38 Page 610 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.4.4.Automatic Product Substitution The intent of this Contract is to provide Products included on Attachment A, to MMCAP Participating Facilities, and not Product substitutes. During the implementation period,the Vendor shall assist MMCAP Participating Facilities with the identification of acceptable Products for Automatic Product Substitution,in the event the Products covered by this Contract are not available at the time of order placement. Automatic Product Substitution will only be permitted upon the written consent of the MMCAP Participating Facility, and a record of the Vendor's Automatic Product Substitutions shall be provided to the MMCAP Office at the quarterly business review meetings. In instances where the Vendor uses the Automatic Product Substitution process, the MMCAP Participating Facility must be notified of the Product substitution, and the substituted Product must be annotated as such on the MMCAP Participating Facility's Order Confirmation. Automatic Product Substitution by the Vendor without the MMCAP Participating Facility's prior written consent is prohibited. Upon request, and at any time during the term of this Contract,Vendor will supply the MMCAP Office with a list of MMCAP Participating Facilities using Automatic Product Substitution and a report of the Products substituted. In the absence of Automatic Product Substitution,if the Vendor cannot fill an order for a Product included in Attachment A, then the Vendor shall notify the MMCAP Participating Facility, and inform the Order Originator as to the reason the requested Product is not available, and the Vendor shall suggest possible suitable Product substitutes from the established Product substitute list. The Vendor shall not suggest its private label Products,without also suggesting at least one brand label Product. The MMCAP Participating Facility will decide whether to accept a Product substitute, or to cancel the unavailable Product from the order. a. On-Contract Purchasing Reports Vendor agrees to encourage MMCAP Participating Facilities to purchase MMCAP Contract Products, including purchases through open solicitations. Vendor must not condone or encourage in any way, the Product Substitution of a MMCAP Contract Product,with that of a non-MMCAP Contract Product. In order to ensure overall MMCAP Participating Facility Contract compliance,Vendor may be asked to provide, at no cost to MMCAP, a monthly report containing the following fields: • MMCAP Participating Facility name; • MMCAP ID Number and Vendor account number; • Contract volume (in dollars)by facility; • Not-on Contract volume (in dollars)by facility; • Total volume (in dollars)by facility. 2.4.5.Product Expiration Dating • At a minimum, expiration dating for all MMCAP Contract Products and non-contract Products, delivered to MMCAP Participating Facilities,Vendor will use commercially reasonable effort to ensure Products have at least a minimum shelf life of six(6)months remaining,upon delivery to the MMCAP Participating Facilities. MMCAP understands and agrees that Vendor relies heavily on Manufacturer's to meet this requirement. • Vendor shall use commercially reasonable efforts to notify MMCAP Participating Facilities when the shipment of a Product has an expiration date of less than six(6)months • If Vendor distributes short dated Product to an MMCAP Participating Facility without prior approval, the Product may be returned to the Vendor at Vendor's expense, and subject to Section 2.18,Products Returned to the Vendor. 39 Page 611 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.5.Product and Services Ordering Vendor will implement its ordering system,including its emergency ordering system,regardless of the technological capacity of the Order Originator. Vendor will provide order training procedures to staff identified by the MMCAP Member at no charge,within a mutually agreeable timeframe to the Vendor and the MMCAP Member, after establishing a new MMCAP business account. In addition,Vendor will provide ongoing technical and training support to the MMCAP Members who use its Product and Services ordering system during the term of the Contract. Vendor will also provide its Product and Services catalog in the format requested by and within technological capabilities of the MMCAP Member,which may include an online, or other electronic based catalog, and also Microsoft Office compatible electronic files, or other paper-based format. 2.5.1.Ordering System a.Vendor will provide to each Order Originator, a Product and Services ordering method that allows the facility to quickly and accurately order MMCAP Contract Products, and non-contract Products,within the technological capabilities of the MMCAP Member. At a minimum,Vendor's Product ordering system(s) must provide the following functionalities: • Clearly identify all MMCAP Contract Products, and whether these Products are in stock; • build and place electronic orders; • review pending orders for correctness and Contract compliance; • provide online allocation of ordered amounts; • receive order confirmation reports. b.Vendor will offer its Product ordering system(s)to MMCAP Members.Vendor will support the following ordering methods: Internet, EDI,phone orders via interactive voice response, direct call to customer service, handheld device ordering, and fax orders. 2.5.2. Training Training for the Vendor's ordering system may be provided on-site at the MMCAP Member's facility, through webinars or other online training systems that must be approved of in writing by the facility. a. Training will include but is not limited to the following: • Proper use of Product and Services order entry devices including computer and hand held units,if applicable; • how to access and interpret Vendor's inventory status; • Order placement process (Product inquiry,placement, order edit,print back confirmation, etc.); • any required Product ordering system maintenance; • requesting or printing bar code labels,if applicable; • download/run/print/export contractually required reports,if applicable; • operation of inventory management program,if applicable; • identifying MMCAP Contract Products; • contact information in case of questions regarding ordering; • training guides or manuals and system operating manuals, accessible on line (including all updates), if available, for all Medical Equipment and software furnished by the Vendor to each individual ordering facility(this requirement may be subject to Vendor facilitating with the applicable Manufacturer for the applicable MMCAP Facility or MMCAP Member); • assigning of account login IDs and passwords; • processing item returns; • technical support to interface hand held devices with each facility's PC/network infrastructure, as applicable. b.Vendor will provide each ordering facility with a Product and Services ordering instruction manual, outlining all online ordering functions. Vendor may work with the MMCAP Office, to develop other training processes as necessary. 40 Page 612 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.6. Ordering System(s)Back-up Service,Maintenance and Repair If Vendor's ordering system is internet based,Vendor agrees that routine site maintenance will only occur on weekends, and MMCAP Participating Facilities and MMCAP State Contacts will be notified in advance of the scheduled maintenance. Vendor reserves a maintenance window during the evening Monday—Friday and all day Saturday and Sunday. 2.7. Order Placement Vendor's Product ordering system will display at least,but is not limited to the following information: • MMCAP Member name; • Vendor assigned account number; • Product and Services name; • Vendor's Product number; • generic name or Private Label name; • Product and Services description; • packaging; • Manufacturer name; • unit dose indicator(if applicable to the Products ordered under this Contract); • form of Product(if applicable; e.g., tablet, capsule, etc.); • United Nations Standard Products and Services Code®(UNSPSC®); • Contract Price (specific to the pricing and Contract eligibility of each MMCAP Member); • Product denoted as available as a drop shipment; • Product inventory status (e.g., stocked,unavailable due to MBO,Vendor out of stock, or allocation situations); • real-time Product inventory quantity available (Product in stock minus those allocated to orders); • Product substitute search option; • Product inquiry search option; • automatic substitution information option,if available and in accordance with Vendor's then current system capabilities; • auto-backordering function; • HIN number(where applicable); • photographic picture of the Product(s)being ordered. 2.7.1.Default Set-Up Vendor agrees that all new MMCAP Participating Facilities will start with a standard default ordering set-up, to ensure MMCAP Contract compliance. 2.8. Confirmation Print back/Order Confirmation The Vendor's Product and Services ordering system will allow for the input of an individual purchase order number, assigned by the MMCAP Member for each order submitted. Vendor will provide a purchase order confirmation report to the Order Originator the same day the order is placed,if submitted during Vendor's normal business hours, or the next business day. The order status report will reference the purchase order number of the original order, and include any related Product order information,including but not limited to,the turn-around time from the placement of the MMCAP Member's order, to the expected delivery of the Product. 2.9. Technical Support for Product Ordering Vendor's technical support is available from Sam—8pm EST Monday-Friday. After Sam—8pm EST the line will transfer to voicemail, and Vendor's technical staff will respond to any urgent issues promptly but in no event greater than two (2)business days. The primary method for contacting technical support is via telephone,however for 41 Page 613 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 certain support scenarios, technical support can accommodate requests via email. In those instances,Vendor's technical staff will check email promptly and will respond to any urgent issue within two (2)business days. 2.10.Emergency Order Placement and Delivery Vendor agrees to offer an emergency Product ordering system during the term of this Contract, through Vendor's website. An emergency Product order is defined as one necessary for immediate and specific patient care,which falls outside the normal order and delivery parameters. The MMCAP Office agrees to work with the Vendor,if abusive situations arise related to emergency orders. 2.10.1.Emergency Order Placement During normal working hours, emergency orders should be directed to the customer service team assigned to service the MMCAP Member. After normal business hours,Vendor will provide each MMCAP Participating Facility access to a special after-hours notification system,in the form of electronic notification systems. Vendor's emergency ordering system must be available twenty-four(24) hours a day, seven (7) days a week. The emergency order must be processed by the Vendor's electronic ordering system, and within a few hours will acknowledge receipt of the emergency order placed by the Order Originator. 2.10.2.Emergency Order Delivery The emergency order must be processed the same day it is received,if received during normal business hours, and shipped by the most expeditious means possible,unless other shipping means are identified by the Order Originator and the shipping charges for such expeditious shipping means will be the responsibility of the MMCAP Participating Facility of the Order Originator. 2.11.Product Delivery Vendor must distribute and deliver the Products covered under this Contract to the nationwide MMCAP Participating Facilities,including the states of Alaska and Hawaii. The Vendor must deliver to sites identified by the Order Originator, and if necessary, add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract. The Vendor will at no time,unless otherwise required by law,refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Participating Member and the MMCAP Office; except Vendor shall have the right to review and hold orders to the extent an applicable MMCAP Participating Member(i)is past-due or delinquent beyond their regular payment terms. Vendor will use commercially reasonable efforts to agree to deliver the Products that accommodate the business model, or the specific delivery needs of the MMCAP Participating Facilities. 2.11.1.Routine Delivery Requirements a.No Additional Fees Vendor may not charge any additional fees for routine deliveries,unless such Service is subject to a charge, to MMCAP Participating Facilities. b. Shipping Terms All routine scheduled order for standard Product shipments will be F.O.B. Destination, Freight Prepaid and Allowed. c.No Fuel Surcharges Vendor agrees that it will not charge a fuel surcharge for the term of this Contract. d.Delivery Schedule Vendor will provide a daily order and delivery schedule for each MMCAP Participating Facility. Vendor will have three (3)business days, from the date the Product is ordered, to have the Product stocked and delivered at no extra cost to the Order Originator,barring any Manufacturer production issues or any minimum order requirements from a Manufacturer. It is understood that deliveries to Alaska or Hawaii may take longer. 42 Page 614 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 All expedited deliveries will be made next day, or on the Next Scheduled Delivery Day(excluding Alaska and Hawaii),unless communicated otherwise. MMCAP Participating Facilities will provide the Vendor with a Holiday Schedule throughout the term of this Contract, and Vendor will provide the MMCAP Participating Facilities a Holiday Delivery Schedule,which accommodates the delivery needs of the MMCAP Participating Facilities. e.Delivery Time Vendor's daily order cut off time will be 3:00pm EST time,with the delivery window from generally between 10:00am—4:30pm the next business day, depending on location and distance from the servicing distribution center and the location of the applicable MMCAP Participating Facility. Orders received Monday through Thursday will be delivered in an average turnaround time from the placement of an MMCAP Member's Order, to the expected delivery date of the Product of less than three (3)business days. Orders received Friday will be delivered the next business day depending on location and distance from the servicing distribution center and the location of the applicable MMCAP Participating Facility. f.Hazardous Materials Vendor will only ship hazardous materials as allowed by the appropriate government regulations. MMCAP Member and MMCAP Participating Facility may be subject to additional shipping charges. g.Damaged Products All damaged Products must be reported to Vendor's customer service department, as set forth in Section 2.18,Products Returned to the Vendor, and applicable credits will be issued within three (3)business days from receipt of the damaged item. h.Lost Products All lost Products must be reported to Vendor's customer service department, as set forth in Section 2.18, Products Returned to the Vendor. Upon reconciliation,Vendor will apply credit for lost items as applicable within three (3)business days. i.Large Size Orders Vendor must have the ability to ship palletized deliveries via freight companies, and must be able to use large companies for dock deliveries instead of small couriers. Orders should be shipped as ordered(by case or by pallet)by the MMCAP Member, so they can be properly unloaded and stored. Vendor will ship palletized and case quantity orders on a weekly, or bi-monthly basis, for all distribution centers, or as mutually agreed upon between the Vendor and the ordering MMCAP Member.MMCAP Member and MMCAP Participating Facility may be subject to additional shipping charges. 2.12.Drop Shipments a.All fees associated with Drop Shipments are listed in Attachment G: Vendor's Shipping Policy. b. The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped Products. c.Unless approved by the MMCAP Member, Drop Shipments directly from Manufacturer(not shipped by Vendor) for recurring orders are prohibited. d.Products requiring Drop Shipment must be easily identified in Vendor's Product ordering system. Vendor's Drop Shipment Products are denoted in its Product ordering system. e.Timelines for the delivery of Drop Shipment Products will be made per the request of the MMCAP Participating Facility(e.g., expedited shipment, standard delivery, etc.). Vendor will place Drop Shipment requests with Manufacturers within one (1)business day of receiving the request from the MMCAP Member. f.In the event that Vendor is unable to fill a MMCAP Member's order for an MMCAP Contract Product,Vendor will have the Product drop shipped directly from the Manufacturer. The MMCAP Member may be assessed a fee for this shipment. 2.13.Delivery for Special Products a.If applicable to the Products offered under this Contract,Vendor will maintain appropriate temperatures and environmental conditions in accordance with Manufacturer requirements for delivery of Special Products to the 43 Page 615 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers with appropriate packaging to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. b.All Special Products will be adequately packaged by Vendor. If an MMCAP Participating Facility refuses Special Product that has been inadequately packaged, the MMCAP Participating Facility must notify Vendor's customer service department to log the complaint. Any costs associated with the return of Special Product due to improper packaging or transport,will be at the expense of the Vendor. c.Vendor must not distribute MMCAP Contract Products through associated specialty distributors,without the prior written approval of the MMCAP Office or without the Manufacturer requiring the Vendor to do so. d. In the event a Manufacturer charges Vendor for shipping, due to an expedited request by an MMCAP Member,Vendor will provide advance written notice to the MMCAP Member, and invoice the MMCAP Participating Facility by line item, for the same shipping cost charged by the Manufacturer. Backup documentation will be available upon request for any shipping fees that are charged to the MMCAP Member, for Products supplied by Vendor. 2.14.Invoicing 2.14.1.Order Invoice a.Vendor will submit an invoice with each order. Invoices must be only for the amount of Product and Services delivered,not the amount ordered. Quantity ordered and quantity shipped must be based on the packaging associated with the Vendor's Product ID number. b.No additional fees or special handling charges will be assessed for MMCAP Contract Products,unless such Products are Medical Equipment Products or Special Products. c.All additional fees (e.g., expedited shipping charges)previously agreed upon between the Vendor and MMCAP,will be in line item detail, separated from the Product's cost, and will be tied back to an original invoice number. d.Upon request,Vendor will work with the MMCAP Member, to develop a customized invoice format. At a minimum, the Vendor's invoice will contain the following fields: • MMCAP Member name; • Vendor-assigned account number for the MMCAP Member; • invoice line number; • MMCAP Member's purchase order number; • invoice date; • Vendor's SKU item number; • UNSPC number; • NDC(11 digit,if applicable to this Contract); • Product name/description; • packaging as associated with NDC number(if applicable to this Contract); • unit Price; • quantity ordered; • quantity shipped; • extension (unit Price multiplied by the quantity shipped); • total invoice Price; • bill to address; • ship to address; • applicable omit codes (e.g., Manufacturer backorder, Wholesaler temporarily out, Manufacturer discontinued, etc.); 44 Page 616 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.14.2.Invoice Rounding Vendor agrees to round down if the third digit after the decimal is 4 or less. Vendor agrees that any rounding will occur at the MMCAP Member invoice unit Price. 2.14.3.Invoice Disputes In the event that applicable state law mandates set-off by an MMCAP Member or MMCAP Participating Facility, such set-off rights shall be exercised only to the extent expressly set forth in the applicable statute. Unless expressly mandated by applicable state law, the MMCAP Member will notify Vendor of any known dispute with an invoice within fifteen (15) calendar days from receipt of the invoice. If all, or a portion of the disputed invoice is found to be in error,Vendor shall issue a credit and/or adjust the original invoice to the MMCAP Member appropriately, and provide a corrected invoice. Where the above is prohibited by an MMCAP Member State's applicable law(s),the Vendor shall comply with requirements of that state's law(s)related to disputed invoices. Vendor will use commercially reasonable efforts to resolve known disputes related to Contract pricing within fifteen (15) calendar days of notice of the dispute. This clause will in no way be deemed a limitation on the Parties, as it relates to the future auditing and/or correction of invoices. 2.15.Payment Each MMCAP Member will be responsible for payment of the Products and Services,provided by Vendor. MMCAP will have no liability for an unpaid invoice of any MMCAP Member. Vendor agrees to invoice the MMCAP Member for all Products shipped and Services provided. Vendor agrees to accept purchase orders. Vendor will accept payment in the form of check or Automated Clearing House/Electronic Funds Transfer(ACH/EFT). Vendor will accept, for payment of purchase orders, Electronic Funds Transfer(EFT) and credit cards authorized by the ordering MMCAP Member. Initial selection of, and changes to a MMCAP Participating Facility's choice of payment terms, are subject to Vendor's reasonable credit requirements. If not otherwise provided,payments are due within ten(10) days from Vendor's invoice date. 2.16. Credits and Rebills a.Vendor will process credits and rebills as soon as reasonably practicable, as notifications are received from an MMCAP Member. In the case of an invoice dispute,Vendor will issue credits/rebills within seven(7)business days, after the Dispute Resolution process set forth in this Contract. b.Vendor will provide credits and rebills to each MMCAP Member online,with the option to print a hard copy. c.Vendor will notify MMCAP Member of credit balances as they are generated. An account statement listing open invoices/credit memos will be sent weekly, semimonthly, or monthly, depending on the account's payment terms. d.Vendor credits are valid until they are refunded or the account has used payment. e.In the event of a facility closure, or other extreme event where the MMCAP Member will not be making another purchase through Vendor,the MMCAP Member may cash out its credit(s). e.Vendor will clearly identify credits as a credit. L The Vendor will use commercially reasonable steps to ensure that credits that become available close to the end of the MMCAP Member's fiscal year, are activated for use by the MMCAP Member no later than five (5) business days before the end of the fiscal year. g.Vendor's credit memo will contain,but is not limited to the following information: • Original purchase order; • original Vendor invoice number; • itemized listing of the Product(s) affected; • any rebill associated with the credit; 45 Page 617 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 • net credit amount available to the MMCAP Member. h.Vendor will clearly identify rebills as a rebill. i.Vendor's rebill memo will contain but is not limited to the following information: • original Vendor invoice number; • original order date; • itemized listing of the Product(s) affected; • credit memo associated with the rebill; • reason for the rebill(e.g., Manufacturer chargeback denial,pricing error, etc.); • effective date of the Product Price change. 2.17.Price Audits and Corrections a.In the event of a Product pricing error,Vendor must process credit/rebills within thirty(30) calendar days upon resolution of the pricing error. b. When an MMCAP Member or the MMCAP Office discovers an error in pricing, for an MMCAP Contract Product that favors a facility, the MMCAP Member or the MMCAP Office will notify Vendor. Upon mutual agreement by the MMCAP Office and Vendor of the error in pricing,Vendor will issue credits/rebills to MMCAP Member, for the time period from the date the error began, to the date it is corrected, subject to timeframe described in letter a of this section. MMCAP and MMCAP Members reserve the right to authorize delegate(s) at the sole expense of MMCAP and MMCAP Members, to audit this Contract and its transactions. 2.18.Products Returned to the Vendor Vendor will maintain a returned goods policy set forth on Attachment L Vendor's Product Return Policy, for accepting returns from the MMCAP Participating Facilities,in accordance with applicable laws,regulations, and normal business practices. 2.19.Product Recalls Vendor's Recall Procedures/Policies are set forth in Attachment J.- Vendor's Product Recall Procedures/Policies. If any Product covered by this Contract requires modification,is removed, or recalled by the Vendor or an applicable Manufacturer,then Vendor shall promptly notify MMCAP and the affected MMCAP Participating Facilities as follows: a.Recall Notification Vendor agrees to notify MMCAP and the MMCAP Participating Facilities within seventy two (72)hours, after becoming aware of any Products covered by this Contract and distributed to MMCAP Participating Facilities that require modification,removal or recall as stated above. Notices to MMCAP shall be sent by e-mail to MMCAP.HPSContracts(a�state.mn.us. b.Vendor agrees to comply with any process mandated by the FDA, or any other regulatory body if applicable, and will address the recall with each MMCAP Participating Facility. The MMCAP Participating Facility may return to Vendor or the applicable Manufacturer,with such return process to be provided by Vendor at the time of a recall notification, any Products or Product components subject to recall. The Vendor shall pay all freight costs incurred by return of affected Products, and shall reimburse each MMCAP Member for its costs,including freight,in originally acquiring each affected Product. 2.20. Shareback Credits Vendor will manage, at no additional cost to the MMCAP Office, the MMCAP Member States or the MMCAP Participating Facilities, the MMCAP annual disbursement of shareback credits, according to the schedule below: 46 Page 618 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 a. The MMCAP Office will provide Vendor with(i) an accurate list of MMCAP Participating Facilities receiving a credit based on Net Purchases through Vendor, (ii) the MMCAP ID numbers, facility names, facility addresses, facility cities, facility states, and the credit amount for each facility, and(iii) a check for the total amount of all credits to be provided. b.Vendor must apply the credit to all listed MMCAP Participating Facilities within fifteen (15)business days of the receipt of the funds. c.Within thirty(30) business days of the receipt of the funds,Vendor must provide to the MMCAP Office, an Excel Spreadsheet detailing the credit memo information. This Excel listing must include the following fields: account number,MMCAP Member ID, facility name, facility address, facility city, facility state, DEA (if applicable), HIN(if applicable), date of credit memo, credit memo number, and credit memo amount. d.Within sixty(60) business days of the receipt of the funds,Vendor will refund to the MMCAP Office, any remaining dollars for which it was unable to issue credit; this may be for any MMCAP Member that were determined to no longer be valid Members, or that were not able to be located for any variety of reasons. Vendor will work with the MMCAP Office,in order to identify all MMCAP Members to the best of its ability,in an effort to issue all necessary credits,before refunding dollars back to the MMCAP Office. • Upon initiating the refund to the MMCAP Office,Vendor will provide a copy of the original Shareback Credit spreadsheet, detailing the credit information(received from the MMCAP Office), the reason for non-application of funds, and the dollar amount of the funds being returned to the MMCAP Office. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 47 Page 619 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 III.KEY CONTRACT PERFORMANCE METRICS 1.Vendor Performance Requirements Vendor will be required to meet the performance requirements specified in this Contract. Vendor's performance will be recorded in the Vendor Contract Performance Report, and reviewed at the quarterly business reviews with the MMCAP Office. If Vendor's performance is unsatisfactory, as measured against the performance requirements described in this Contract,then the Vendor will be put on a corrective action plan. The corrective action plan will detail the MMCAP Office's expectations, and timeline for bringing the Vendor up to a satisfactory level of performance specified in this Contract.Vendor's failure to perform at a satisfactory level,may result in the termination of this Contract, as described in Article 4, Section 3, Contract Termination. 1.1.MMCAP Business Reviews The Vendor's Authorized Representative for the MMCAP account must attend and participate in business reviews, at least quarterly(every 3 months) during the term of this Contract. Upon request, or if deemed necessary, any MMCAP Participating Facility may also attend. Business reviews will include,but not be limited to the structure and topics in Section 1.2 below. 1.2.Meeting Structure and Topics a. The business review meeting agenda must be finalized in advance,with significant MMCAP input. b. All data,backup reports, and slides pertaining to the meeting, should be sent to the MMCAP Office at least three (3)business days in in advance, or, as agreed upon between MMCAP and the vendor. c. The quarterly business reviews will, at a minimum, address the following: • Contract attachment; • pricing accuracy; • Contract activity reporting; • industry news/updated; • Product information and updates (recalls,innovations,new Products etc.); • success stories and ongoing new business opportunities; • EDI setup and audits; • customer satisfaction; • Vendor's response to price inquiries; • Vendor performance issues; • Member issues; • conversion activities; • Contract implementation/transition issue; • a briefing on Vendor's ongoing efforts to identify any potential savings opportunities for MMCAP Participating Facilities; • briefing on Vendor's efforts to refer the MMCAP Members to Products that represent the "best value" 2.Products and Pricing Accessibility 2.1. Contract Attachment Vendor agrees to connect and to provide access of MMCAP Contract Products and Services pricing to MMCAP Members, according to their membership status, and as listed on the Membership Roster of the MMCAP website so long as such MMCAP Member notifies Vendor it has elected to operate under the terms of this Contract. Under no circumstance,Vendor will deny access to MMCAP Contract Products and Services pricing to a MMCAP Member, as long as the MMCAP Member is in good standing and current on payments to the Vendor, as stated in Section 2.15, Payment, of IT Contract Transition, Implementation and Management, of this Agreement. Vendor agrees to encourage the MMCAP Member,procuring Products and Services pricing under this Agreement, and to extend pricing and applicable discounts,under the conditions of this Contract. 48 Page 620 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 2.2.Pricing Accuracy Vendor agrees to extend accurate MMCAP Contract pricing and all applicable discounts to all MMCAP Members, as set forth in Attachment A of this Agreement. If due to error, the price that was extended to a MMCAP Member did not meet the MMCAP Contract pricing,Vendor must provide a reimbursement or credit to the affected Member, as set forth in Section 2.16, Credits and Rebills, of IT Contract Transition and Implementation. 2.3.Accessibility to Vendor's Order Entry System Vendor agrees to facilitate, and to encourage the use of MMCAP Contract Products,by identifying those Products directly in its order entry system. In the case where an MMCAP Member is denied MMCAP Contract Pricing, the Vendor agrees to send notification to the MMCAP Member, as well as to the MMCAP Office via e-mail at: MMCAP.HPSContracts(a�state.mn.us. 3.Vendor's Response to Price Inquiries 3.1.Price Inquiries from Members Vendor is required to respond to Product and pricing inquiries from MMCAP Members,within five (5)business days after receipt of the request, or at a mutually agreed upon date with the MMCAP Member and/or MMCAP Office, for a specific quote request. In order to expedite the process, the MMCAP Member is responsible for providing Vendor with its MMCAP Member ID and bill to address. Subject to Section 6 and Section 9 of Article 4 Vendor is responsible, to ensure that the generated price quotes satisfy the pricing, as set forth in Attachment of this Agreement. Subject to Section 6 and Section 9 of Article 4, Orders placed as Product of generated quotes,will remain consistent with the pricing found in this Agreement. Failure of Vendor,to provide a timely response to customer inquiries on Product and Services information and pricing,will be documented in the Vendor Contract Performance Report, and the Vendor might be subject to penalties,including termination. 3.2.Price Inquiries from Potential Members In instances in which MMCAP requests pricing from Vendor, on behalf of customers who are considering Membership with MMCAP,Vendor may provide pricing for the Products and Services, consistent with the pricing and applicable terms of this Agreement, and within the reasonable due date requested by the customer,unless such due date is changed under mutual agreement between the inquiring customer, the MMCAP Office, and the Vendor. Vendor understands that if it does not provide pricing to the customer, this might limit future sales activity with said customer, once it becomes a Member. 4.Reporting Requirements Vendor must provide all of the following reports to the recipients as directed below. All reports must be available in electronic Microsoft Excel file format but in some cases and subject to Vendor receiving a prior written request from MMCAP,paper copy, and contain the required information fields. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract,to ensure the Vendor's required reports meet the reporting requirements of this Contract. If requested by an MMCAP Participating Facility, MMCAP Member State or the MMCAP Office, the requested report may be customized to report data specific to the requesting entity and agreed to by Vendor. 4.1.Reporting Tools a.Vendor must provide online electronic access to all purchasing data,relating to the Products that are purchased by each MMCAP Member to the MMCAP Office, MMCAP Member State Contacts, and MMCAP Participating Facilities. Electronic access will provide a system for reporting each individual MMCAP Member's purchases, as well as reports on select groups of facilities. Users must be able to manipulate the data,in order to build reports based on each MMCAP Participating Facility's or MMCAP Member State's individual need, and/or ability to transfer data into spreadsheets in a Microsoft Office compatible format. b.At a minimum,Vendor will provide the following on-line reporting tools: 49 Page 621 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 • Purchase Summary Report-ranks items by sales value, over a designated period of time; • Manufacturer backorder reporting; • Fill-Rate Reports' • Contract Compliance Reports. c.Vendor will set up a user login on Vendor's online reporting system for each MMCAP Member State and the MMCAP Office,with all MMCAP Member accounts for reporting purposes at no cost. Vendor will provide the technology to allow one user to run reports for several MMCAP Member accounts, for reporting purposes, at no cost. 4.2.Monthly Sales Data Usage and Administrative Fee Data Reports All reports indicated in this section,must be available in an electronic Microsoft Excel file format,but in some cases and subject to Vendor receiving a prior written request from MMCAP,paper copy, and contain the required information fields set forth below. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract, to ensure the Vendor submits the required reports in a format and content, mutually agreeable to both parties. If requested by an MMCAP Participating Facility, Member State or the MMCAP Office,the requested report must be customized to report data specific to the requesting entity. a.Monthly Sales Data Usage Reports for the MMCAP Office Vendor will supply to the MMCAP Office, accurate monthly sales data on or before the 10th business day of the subsequent calendar month. The report must include Product and Services, and dollar spend amount sorted in descending order, and grouped by Product and Services category. Also,the report MUST include the information set forth below, for every transaction between the Vendor and the MMCAP Member: • Table 1 details the required fields for the sales data report; • Table 2 details the required record layout,in a fixed record format. b.Administrative Fee Data Report The Vendor must submit a monthly Administrative Fee Data Report with each Administrative Fee payment, which includes sales made direct from Vendor, to the MMCAP Member. The monthly Administrative Fee Data Report must contain the fields set forth below, as those fields apply to this Contract. A detailed data file in Microsoft Excel format will be provided upon request. All required Administrative Fee Data Reports must be sent to Mn.MMCAP(a state.mn.us, on or before 10 business days of the second subsequent month. Failure to comply with this provision,may constitute breach of this Contract. In the event the Vendor is delinquent in any undisputed Administrative Fees, MMCAP reserves the right to terminate this Contract, as set forth in Article 4, Section 3, and to reject any proposal submitted by the Vendor in any subsequent solicitations for medical Products, Services and Medical Equipment, and select pharmacy Products. Table 1 Required Data Fields for the Sales Data Report MMCAP-assigned facility ID MMCAP Facility Name Vendor Distribution Center Code -Vendor-assigned Account number for the MMCAP Facility Customer Invoice Number Customer Invoice Line Number Customer Purchase Order Number Invoice date(ininddyyyy) Buyer name or equivalent of buyer ID for person submitting the invoices (May be left blank) 50 Page 622 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Vendor's(Distributor) SKU item number NDC of purchased Product in 5-4-2 fonnat as stored in First DataBank,Inc.(may be left blank if not pharmaceutical) Label Name(Product description) Unit Dose(may be left blank if not pharmaceutical) Pack Size(may be left blank if not phannaceutical) Unit(selling unit of measure) Case Size(case packaging size) Dose(may be left blank if notpharmaceutical) Strength(may be left blank if not pharmaceutical) Route(may be left blank if not phannaceutical) Unit Price(99999.9999)(selling unit Price) Quantity ordered(not Vendor repackaged or re-bundled quantity)(999999.9999) Quantity shipped(not Vendor repackaged or re-bundled quantity)(999999.9999) Extension(unit Price multiplied by the quantity shipped)EXTENDED PRICE (99999999.999) Type of transaction(MMCAP Contract purchase,other Contract purchase(340B,PHS),not on Contract purchase) 1=Contract item,2=other contract,3=not on Contract Bill to Address 1 Bill to City Bill to State(2 alpha postal code) Bill to Zip(standard 5-4 format,no dash necessary) Ship to Address 1 Ship to City Ship to State(2 alpha postal code) Ship to Zip(standard 5-4 format,no dash necessary) Service Fee(9999.9999)(if providing negotiated service fee discounts) MMCAP Contract Number(MMSxxxxx) Admin Fee(9999.9999) Credit Indicator(C for credit) MMCAP Assigned Wholesaler Code(AineriSource-Bergen=0401,Cardinal Health=0301, Morris-Dickson=0701,Bergen=0201,(New codes will be assigned to PPV's during implementation period of the Contract) Manufacturer Name(MFG Name) Class of Trade(if offering volume or tiered discounts) 340B Purchase(1=True,O=False) Manufacturer Part Number Product Category Manufacturer Part Number Product Category GLN-Global Location Number(if applicable) GTIN-Global Trade Item Number(if applicable) 51 Page 623 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 Table 2 Excel Column Required Data Field Full Name for Sales Data Report A MMCAP-assigned facility ID B MMCAP Facility Name C Vendor Distribution Center Code D Vendor-assigned Account number for the MMCAP Facility(this should be the ship-to account number). E Invoice Number F Invoice Line Number G Purchase Order Number H Invoice date mmdd I Buyer name or equivalent of buyer ID for person submitting the invoices(if available) J Vendor's distributor SKU item number K NDC of purchased Product in 5-4-2 format as stored in First DataBank,Inc.(Required for pharmaceutical Products) L Label Name/Product Description M Unit Dose(Required for pharmaceutical Products N Pack Size O Unit P Case Size Q Dose(Required for pharmaceutical Products) R Strength(Required for pharmaceutical Products) S Route(Required for pharmaceutical Products) T Unit Price(99999.9999) U Quantity ordered(not Vendor repackaged or re-bundled quantity)(999999.9999) V Quantity shipped(not Vendor repackaged or re-bundled quantity)(999999.9999) w Extension unit price multiplied by the quantity shipped)EXTENDED PRICE 99999999.999 X Type of transaction(MMCAP contract purchase,other contract purchase(340B,PHS),not on contract purchase)1=core item,2=non-core,3=not on contract Y Bill to Address 1 Z Bill to City AA Bill to State 2 alpha postal code AB Bill to Zip(standard 5-4 format,no dash necessary) AC Ship to Address 1 AD Ship to City AE Ship to State(2 alpha postal code) AF Ship to Zip(standard 5-4 format,no dash necessary) AG Service Fee(9999.9999), AH MMCAP Contract Number(MMSxxxxx) Al Admin fee(9999.9999) AJ Credit Indicator(C for credit) AK MMCAP Assigned Wholesaler Code(Codes will be assigned to PPV's during implementation period of the contract) AL Manufacture Name(MFG Name) AM Class of Trade AN 340b Purchase AO Category AP Manufacturer Part Number AQ List Price AR I UNSPSC Code XXXXXXXX,in accordance with Vendor's then currents stem capabilities AS I UNSPSC Description, in accordance with Vendor's then current system capabilities 4.3.Vendor Member Listing Report Vendor will provide a monthly listing to the MMCAP Office, of the MMCAP Members attached to the MMCAP Contract,no later than ten(10)business days of the subsequent month. The report must be submitted electronically to mn.multistate(a�state.mn.us. 52 Page 624 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 4.4.Vendor's Catalog for MMCAP Products Vendor must promptly provide the MMCAP Office,with an updated Product catalog, as it becomes updated, covering,but not limited to, the following data: • Vendor number; • Product number; • Product description; • Product selling unit of measure; • Product Contract price,per selling unit of measure • Product type (Core,Non-Core) • Manufacturer name; • Manufacturer part number; • case packaging; • list price (per selling unit of measure); • UNSPSC. 4.5. Contract Audit Report Vendor will provide to the MMCAP Office, a monthly Contract audit report within thirty(30) calendar days from the end of each reportable calendar month, during the term of the MMCAP Contract(e.g., June's data will be due on August 30'). This report must be provided in an Excel format(may be zipped), and will be submitted electronically to mn.multistate(a�state.mn.us. The table details the required fields for the Contract Audit Report. This report must include the following, for every Product loaded and attached to the MMCAP Contract: Long Field Description Name—Contract Audit Report Vendor Name MMCAP Contract Number Manufacturer Product Brand Name Product Generic or Private Label Name Vendor's Product or Part ID Number Manufacturer's Product or Part ID Number Item Description Vendor Reference Contract Number Size Form Unit of Measure MMCAP Contract Cost Contract Start Date Contract End Date 4.6.Additional Reports for the MMCAP Participating Facilities and MMCAP Member State Contacts Upon request from an MMCAP Participating Facility or MMCAP Member State Contacts,Vendor will provide a Sales Data Usage Report within thirty(30)business days from the date of the request. The report data will provide a summary of a particular MMCAP Member's total usage by Product and dollar spend amount, sorted in descending order, and grouped by Product category for a specified date range. Upon request by the MMCAP Participating Facility and/or MMCAP Member State Contacts, the following reports must be made available through Vendor's custom reporting tools. Vendor must be able to supply to the MMCAP Participating Facilities, accurate reports with the following information: a.Monthly, quarterly, and annual reports, detailing total purchases(payment amount and units)by individual Product, (clearly identified via SKU,UNSPSC Code,Vendor, and label name) sorted in both label name and descending dollar order. Units must correspond to the packaging. 53 Page 625 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 b.Velocity report(fastest moving and high dollar) containing forecasted velocity codes with order points, and order quantities. c.Price change report (twice a month),indicating MMCAP Contract and non-contract Products,with Price changes. d. Monthly list of discontinued Products and new Products, as requested by MMCAP Participating Facilities and in the method agreed to by Vendor and such MMCAP Participating Facilities. e.Any other reports required by law. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 54 Page 626 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT C: MMCAP MEMBER PARTICIPATION AGREEMENTS [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 55 Page 627 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT D: SERVICE AREA Service area based on states and cities whom MMCAP has executed Joint Powers Agreements (JPAs)with. Alabama Alaska Arizona Arkansas California City of Los Angeles City of Chicago Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 56 Page 628 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT E: VENDOR'S CONTRACT IMPLEMENTATION AND TRANSITION PLAN As Henry Schein has held MMCAP supply contracts in the past, the start-up phase for this specific Contract would be a seamless transition. Henry Schein's dedicated account team has proven to MMCAP through our past contract our ability to handle the implementation of this contract. All planning, scheduling and coordination of the numerous tasks include location scrubs,new account setups, and sales plan creation to ensure MMCAP locations receive the correct pricing. Throughout the process, the Henry Schein dedicated account team will maintain an up-to-date implementation plan, ensuring that all project tasks are completed within established time frames and in an organized, efficient and successful manner. Upon award, a custom sales plan will be created for MMCAP with all pricing specific to the MMCAP Contract. All other details bulleted above are sorted out by the MMCAP dedicated account team in tandem with our implementation team to ensure a seamless transition. Once MMCAP provides their current member roster, Henry Schein will perform a location scrub to indicate active accounts with Henry Schein. However, due to the fact that most customers belong to at least two different GPO partners, we must remain GPO neutral and honor the customer's choice of GPOs. Customer lists are proprietary and confidential and sharing those lists outside of Henry Schein would violate our GPO and customer agreements. A callout campaign would be implemented by our telemarketing team within 60-days of the contract start date and/or contract execution date,whichever is later. This campaign would involve calling out to all applicable MMCAP members based on the www.mmcap.org membership list. Next, any new accounts would be set up in our system through our verifications team and assigned a team of telesales and/or field support. The Henry Schein consultant will work with each site to assist with the setup of on-line ordering,initial order processing and to provide support regarding Product inquiries and resolution of customer service issues on an ongoing basis. They will also work with MMCAP members to ensure that Product standardization and Contract utilization is a part of the educational process at each site. For existing accounts, an account/location scrub would be performed to indicate active/existing Henry Schein accounts for MMCAP members to ensure they are connected to the proper new sales plan. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 57 Page 629 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT F: MMCAP CONTRACTED MANUFACTURERS LIST (IF APPLICABLE TO THIS CONTRACT) Nutritionals Medical Food Diabetic Syringes Products Abbott Nutrition Hormel AgaMatrix, Inc. Nestle Kent Precision Foods ARKRAY USA, Inc. Nestle Infant Nutrition(Gerber) Retractable Technologies, Inc. Nutricia Roche Diagnostics Mead Johnson Abbott Diabetes Care UltiMed Trividia [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 58 Page 630 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT G: VENDOR'S SHIPPING POLICY Delivery can be made via parcel shipment to a general receiving area, or internally to various departments within the same address if they have their own suite numbers. Delivery via parcel is next day. Orders transmitted to the distribution center by 4:00pm (EST)will be shipped the same day, for next day delivery. Henry Schein utilizes UPS for parcel services. There is no maximum amount of orders per week for MMCAP Members, although we do work alongside MMCAP Members to ensure they are placing orders efficiently which saves time and money. The sales team can work with the Member(s) and UPS should the customer need scheduled delivery times. Same day delivery is a possibility but may be subject to an additional fee. Henry Schein's policy is to provide free freight, except for additional carrier charges related to special delivery services and hazardous material shipments. Special orders, drop ship orders, equipment delivery, and holiday,weekend or expedited deliveries may be subject to additional freight charges. 99.9% of all orders received are shipped from one of our distribution centers the same day they are received. 98% of our orders are delivered within one business day. The remaining 2% of our orders are delivered the second business day. In an emergency,UPS guaranteed early next-day delivery is available for a nominal fee. Henry Schein will deliver to MMCAP member's receiving dock,warehouse or agreed upon drop ship location. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 59 Page 631 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT H: VENDOR'S STOCK OUTAGE AND BACKORDER POLICY Backorder Policy: If the local distribution center is out of stock of any item, two things will happen. First, a stocking order is rushed from both the Manufacturer and from our next closest distribution center to fill the shelves. Second, any item that is out of stock will be automatically shipped from our next closest distribution center to our customers. Backorder Notification: Backordered or out of stock Products can be communicated a number of ways. If an Order confirmation is requested, the status of each item on the order(i.e. shipping,back ordered, or drop shipped)will appear on the confirmation. Order confirmation can also be sent via EDI or using the Order tracking feature on the Henry Schein website. As the Order is shipped, the paperwork included with the shipment will show backordered items listed as such. We have a team in place to aggressively expedite any items that have low inventory levels,past due Orders or potential out of stocks. This process includes supplier engagement, expedited shipping, and carrier partner distribution center involvement. An estimated ship date will be provided when possible. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 60 Page 632 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT I: VENDOR'S PRODUCT RETURN POLICY Returns can be easily placed online, through our customer service department or via your consultant. Once the Product is received back into our warehouse, a credit will be processed to MMCAP account and will generate a credit memo. Returned Products must be returned within 30 days of purchase. After the 30 days, a restocking fee will be assessed. WE CANNOT ACCEPT ANY RETURNS WITHOUT PRIOR AUTHORIZATION. To arrange for a return, simply call our Customer Service department or contact your Sales Consultant. The following conditions must be complied with: • All returns must be accompanied by a copy of your invoice and a reason for the return. • Merchandise must be returned in its original container,unmarked, and properly packaged. • Returned Products must have been purchased within the previous thirty(30) days. Any returns past thirty(30) days are subject to a restocking fee. • Shortages or errors in shipments must be reported within seven (7) days of invoice date to issue credit(if applicable). • Shipping charges will apply on all returns. Exceptions: The following special, customized, or government-regulated items are not returnable: • Opened hand pieces, small equipment, and custom-ordered equipment • Special order items (Products that we do not ordinarily stock) • Personalized and imprinted items • Opened computer hardware and software • Controlled drugs • Hazardous items • Expired Products • Items that cannot be returned to the manufacturer Prescription Drue Returns: Federal law requires that any drugs returned to a wholesale distributor, are kept under proper conditions for storage, handling, and shipping. The Prescription Drug Marketing Act also requires that written documentation indicating that proper conditions were maintained is provided to the wholesale distributor to which the drugs are returned. To help facilitate this process Henry Schein, Inc.has developed a Prescription Drug Return Authorization form that you may use to comply with this requirement. To receive a copy of the form and obtain proper return authorization,please contact Customer Service at 1-800-472-4346 or access our online Prescription Drug Return Policy and Return Form. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 61 Page 633 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT J: VENDOR'S PRODUCT RECALL PROCEDURES/POLICIES When notified by the manufacturer of a recall and/or advisory, our customers are notified within 72 hours. Once we are provided a list of Products we will review and notify MMCAP if there are any possible advisories or recalls which have not been announced to the public. Henry Schein has implemented systems and procedures to timely and effectively conduct Product recalls/withdrawals initiated by a manufacturer,the FDA, or any other recalling firm as well as to ensure compliance with all appropriate laws and regulations. When a recall/withdrawal notification is first received, Henry Schein assures all pertinent information is included within the notification. Once all of the required information has been obtained,we will proceed to determine if Henry Schein distributes any of the affected Product(s). If it is found that any of our distribution centers have inventory of the specified item(s), the Product(s) are made unavailable for sale (to ensure our customers are not shipped potentially defective Product) and our distribution centers are advised to conduct an inventory check to pull any affected Product. If affected Product is found on hand,it will be removed from saleable inventory and placed into quarantine where it will remain until the final disposition of the Product has been made. Product recalls/withdrawals are conducted to the Wholesale,Professional/Retail or End-User Level, as instructed by the recalling firm initiating the action to be taken. For Product recalls/withdrawals conducted to the Professional/Retail or End-User level, Henry Schein will build a database for all customers who may have potentially received the affected Product(s). Henry Schein will send out a comprehensive recall/withdrawal notification,via first class mail, to these accounts within 72 hours of the receipt of the original recall/withdrawal notification. Notifications to our customers will include Product codes and lot numbers for the items on recall, the reason for the recall and the corrective action to be taken. For recalls/withdrawals in which customers will be instructed to return affected Product, their accounts will be credited for the Product returned as well as the shipping expenses associated with the return of the affected Product(s). Henry Schein's systems are updated with the relative recall information to ensure any affected Product on any incoming shipment will be flagged and will not make into our inventory. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 62 Page 634 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT K: VENDOR'S BUSINESS INTERRUPTION PLAN Henry Schein, Inc.is committed to safeguarding the interests of our customers if faced with an emergency or significant business disruption. This statement summarizes Henry Schein's effort to mitigate risks inherent with unforeseen business interruptions. Our comprehensive business continuity strategy is designed to enable us to meet our existing obligations and minimize disruption to our customers even in the event of an emergency or significant business disruption. The safety and well- being of Team Schein Members (Henry Schein employees)is also a vital concern. If an emergency or significant business disruption should occur, Henry Schein will communicate with Team Schein Members using a combination of direct communications as well as a dedicated Team Schein Member Information Line. Team Schein Members will in turn be in direct communication with our customers in the event of a business disruption to advise them of the situation and any potential impact to our service levels. Contingency planning extends to providing alternate methods of service and support to clients affected by disasters and losses,with prioritization given to customer-facing functions. Some of the major components of this plan are: • Crisis/Incident Management and Communications • Business Impact Analysis • Business Relocation • Manual Workarounds procedures Henry Schein's recovery strategy uses multiple facilities located far enough apart to diminish risks posed by local disruptions. These facilities are a combination of internal Henry Schein facilities, commercial hot-site recovery space and business partners. This separation is a key element of the Company's overall business continuity strategy. This separation allows us to plan for events at each location individually, as no one event should effect more than a single location simultaneously. The benefit of having only one site in each location means that our response to an event will be the same whether the event is a firm-only business disruption, a disruption to a single building, a disruption to a business district or a citywide business disruption. For example,if our Indianapolis distribution center sustained meaningful damage from a severe weather event effectively shutting it down for several days,we have the ability to very quickly shift order volume to alternate distribution centers across the country for processing. Each of the fully operations distribution centers would take a portion of the Indianapolis orders volume and process it the same day it's received. We'd then leverage our extensive relationship with UPS and other national carriers to get the orders delivered in a time sensitive manner. We could comfortably operate in this fashion until sufficient repairs were completed at the impacted facility restoring it to full operations. Our comprehensive business continuity strategy is designed to enable us to meet our customer obligations in the event of most emergency or significant business disruptions. The plan is designed to work in many different emergency situations;but these events are,by their nature,unpredictable and it is impossible to anticipate every scenario that could cause a business disruption. Furthermore, although we are confident in our own preparedness, Henry Schein has no control over the various third party vendors that we must rely upon in the event of an emergency. Our business continuity plans are tested periodically to ensure readiness;yet such tests may not be able to replicate the actual conditions we experience in a real emergency. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 63 Page 635 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT L: VENDOR'S ESCALATION PROCEDURE If a conflict arises the escalation procedure will be as follows: if parties are unable to resolve the issue in a timely manner (14 days), either the MMCAP Member or Vendor may escalate the resolution of the issue to a higher level of management. Where escalation of the issue proves ineffective, either party may contact MMCAP and/or the Vendor's MMCAP Representative for further resolution. When escalated to MMCAP, a teleconference will be scheduled with MMCAP and the Vendor's MMCAP Primary Account Representative to review the briefing document and develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all parties—MMCAP, the MMCAP Member and Vendor. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 64 Page 636 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 ATTACHMENT M: VENDOR'S DISCOUNT STRUCTURE Intentionally Omitted [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 65 Page 637 of 1076 Henry Schein Medical MMCAP Contract No. MMS 18016 State of Minnesota Affirmative Action Certification Form Complete the information requested below to determine whether Responder is subject to the Minnesota Human Rights Act certification requirement(Minnesota Statutes Section 363A.36, Responder must provide this Information and-4f required—apply for Human Rights certification prior to the due date and time of the proposal and to obtain Human Rights certification prior to the execution of the contract. BOX A—For companies which have employed more than 40 full-time employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B. The proposal will I be rejected unless Responder's business:has a current Certificate of Compliance issued by the Minnesota Department of Human Rights(MDHR)OR has submitted an affirmative action plan to the MDHR, which the Department received prior to the date and time the proposals are due. Check one of the following statements if Responder has employed more than 40 full-time employees in Minnesota on any single working day during the previous 12 months; Qil We have a current Certificate of Compliance issued by the MDHR.Proceed to BOX C, Include a copy of Responder's certificate with your proposal. U We do not have a current Certificate of Compliance. However,we submitted an Affirmative Action Plan to the MDHR for approval,which the Department received on (date), [If the date is the same as the proposal due date,indicate the time Responder's plan was received: _(time). Proceed to BOX C. LJ We do not have a Certificate of Compliance,nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our proposal will be rejected. Proceed to BOX C. Contact the Minnesota Department of Human Rights for assistance. (See below for contact information.) Note: Certificates of Compliance must be issued by the Minnesota Department of Human Rights. Affirmative Action Plans approved by other governmental entities(federal government,county,or city)must still be reviewed and approved L)y_the,Minnesota De'Eartnient,of'Human Rights before a certificate can be issued. BOX B—For those companies not described in BOX A. Check below. El We have not employed more than 40 full-time employees on any single working day in Minnesota within the previous 12 months. Proceed to BOX C. Box C—FOR ALL COMPANZ8 By signing this statement,Responder certifies that the information provided is accurate,that you are authorized to sign on behalf of the Responder,and that Responder is in compliance with federal affirmative action requirements that may apply to the Responder's company.(These requirements are generally triggered only by participating as a prime or subcontractors on federal projects/contracts. Vendors are alerted to these requirements by the federal government.) Name of Company: Telephone number, Date:__�Y -Via, (I"!M'—(&-p ,,J) Title: )cc!-,lLAkaLLL� .,2 1'7 K' Authorized Signature: Minnesota Department of Human Rights,Compliance Services Section Mail: 190 hast 51h St-,Suite 700 SL Paul,MN 55 101 TC Melro: (651)29,6-5663 Toll Freer 800-657-3704 Web: w-w-whwmLjShb-�tate-jrpj.p4 Fax: (651)2945-9042 TTY; (651)296-1283 EinaiL unniovefinpong 5 66 Page 638 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 TABLE OF CONTENTS Key Definitions Page 3 Article 1: Recitals Page 6 Article 2: Incorporation Page 6 2.1. Attachments, Exhibits and Order of Precedent Page 6 2.2. Member Participation Agreements(MPAs) Page 6 Article 3: Representations,Warranties and Certifications Page 7 1. GPO Representation Page 7 2. Federal Health Care Program Exclusion Page 8 3. Debarment by State, its Departments, Commissions, Agencies or Political Subdivisions Page 8 4. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Page 8 5. Warranties Page 8 Article 4: Contract and Conditions Page 9 1. Contract Effective Date Page 9 2. Contract Expiration Date Page 9 3. Contract Termination Page 9 4. Vendor's Duties Page 10 5.Non-Exclusive Agreement Page 10 6. Eligible Purchasers Page 10 7. Separate Agreements Page 10 8. Products and Services Page 11 9. Products and Services Pricing Page I I 10. Discounts Page 12 11. Risk of Loss, Damage, and Shipping Terms Page 12 12. Compliance Page 12 13. Failure to Supply MMCAP Core Products Page 12 14. Purchase Orders and Payment Page 12 15. Vendor Fees Page 14 16.Authorized Representatives Page 15 17.Notices Page 15 18. Indemnification Page 15 19. Liability Limitations Page 16 20. Audits Page 16 21. Government Data Practices Page 16 22. Intellectual Property and Data Page 17 23. Worker's Compensation and Other Insurance Page 18 24. Publicity and Endorsement Page 20 25. Direct Marketing,Advertising, and Offers with Participating Facilities Page 20 26. Governing Law,Jurisdiction and Venue Page 20 27. Data Disclosure Page 20 28. Payment to Sub-Contractors(If Applicable) Page 21 29. Minnesota Statute § 18 t.59,Discrimination on Account of Race, Creed or Color Prohibited in Contract Page 21 30. Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business Page 21 31. Certification of Nondiscrimination(In Accordance with Minn. Stat. § 16C.053) Page 22 32. Contingency Fees Prohibited Page 22 1 of 72 Page 639 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 33. Force Majeure Page 22 34. Severability Page 23 35. Escalation Procedures Page 23 36. Required Licenses, Permits and Registration Page 25 37. DEA License/HIN Page 25 38, Assignment,Amendments, Waiver,and Entire Contract Page 26 39. Survival of Terms Page 26 40. E-Verify Certification (in Accordance with Minn. Stat. §16C.075) Page 26 Attachment A: Products and Pricing Page 28 Attachment B: Statement of Work and Vendor Performance Requirements Page 29 1. Operational Requirements Page 29 1. Vendor Service Area Page 29 2. Required Vendor Personnel Page 29 3. Customer Service to MMCAP Office Page 29 II. Contract Transition, Implementation and Management Page 33 1. MMCAP Contract Transition and Implementation Page 33 2. MMCAP Contract Management Page 35 III. Key Contract Performance Metrics Page 46 1. Vendor Performance Requirements Page 46 2. Products and Pricing Accessibility Page 46 3. Vendor's Response to Price Inquiries Page 47 4. Reporting Requirements Page 47 Attachment C: MNICAP Member Participation Agreements Page 52 Attachment D: Service Area Page 53 Attachment E: Vendor's Contract Implementation and 'Transition Plan Page 54 Attachment F: MMCAP Contracted Manufacturers List(If Applicable to this Contract) Page 55 Attachment G: Vendor's Shipping Policy Page 56 Attachment H: Vendor's Stock Outage and Backorder Policy Page 57 Attachment I: Vendor's Product Return Policy Page 58 Attachment J: Vendor's Product Recall Procedures/Policies Page 60 Attachment K: Vendor's Business Interruption Plan Page 62 Attachment L: Vendor's Escalation Procedure Page 66 Attachment M: Vendor's Discount Structure Page 67 Attachment N: List of Vendor's Suppliers Page 68 State of Minnesota—Affirmative Action Certification Information Page 69 State of Minnesota Resident Vendor Form Page 72 2 of 72 Page 640 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 15000 KEY DEFINITIONS Throughout this Contract,the following key terms are defined below. Automatic Product Substitution -An order fulfillment process whereby Products that are not available at the time of order placement, may be automatically substituted with another equivalent(brand,generic or private label)Product substitute,contingent upon written consent by the ordering MMCAP Member. Connnrencentent Date-The date the Vendor is fully operational and ready to accept and ship orders from MMCAP Members as applicable to the service area designated in the Contract. Confirmation Printback/Order Confirmation-An electronic confirmation report generated from the Vendor's ordering system, which is sent back electronically to the ordering facility, indicating that the requested Products are available, on Manufacturer Backorder, out of stock, or deleted, etc. Core Products-Products determined by MMCAP that produced the highest volume in sales,and highest quantity shipped during a given one(1) calendar year period. These Products are identified in Attachment A, Products Pricing, colder the Brand Label Core Products and Private Label Core Products tabs. Drop Shipment(s)-Products ordered by MMCAP Member through the Vendor, and shipped directly to the MMCAP Participating Facilities, from the Manufacturer. The Manufacturer notifies and bills the Vendor, who then invoices and receives payment from the MMCAP Member. EDI(Electronic Data Interchange)-Inter-process(computer to computer application)communication of business information, in a standardized electronic form. Effective Date-The date the Contract is frilly executed. Emergency Product Delivery-An off-schedule delivery of the Products required by the MMCAP Participating Facilities, which may include orders of Product for patient-specific medical treatment, or to ensure the facility has sufficient Product to remain operational until the next-scheduled delivery day. Fiscal Year-The State of Minnesota's Fiscal Year period of July 1-June 30 of each calendar year. List Price- Vendor's internal (non-published)Government List Price which is a price for commercial items that are sold in substantial quantities to various Federal, state and local Govermnent entities. Importantly, Vendor's Internal Government List Price reflects market and Manufacturer price adjustments(increases or decreases) for items sold to both Government and Commercial Customers so the list price provided to MMCAP will reflect changes in the marketplace. Manufacturer: Any supplier, of medical Products (including Medical Equipment), who has a contract to supply the Vendor with Products,purchased by MMCAP Members. Manufacturer Backorder(s) (MBO) -An order placed by the Member or Vendor to a Manufacturer or Supplier,which is not shipped to the Vendor or Member, due to industry wide shortages or other supply issues. Medical Equipment—The following definition, as provided by the Association for the Advancement of Medical Instrumentation,expands on the FDA definition, and clarifies what"Medical Equipment" is in the United States, and in this Agreement. This definition applies to instruments and software as supplied by industry Manufacturers, once such products have been cleared by the FDA. "Medical devices that have been cleared by the FDA, that are intended to be used for diagnostic, therapeutic, or monitoring care,provided to a patient by a health care organization. 3 of 72 Page 641 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 NOTE 1 i -Ifedical equipment includes devices such as monitoring equipment, lafe support equipment, imaging equipment, laboratory equipment, mechanical equipment, transport equipment, as ivell as any other equipment supporting the care of a patient, it,hether or not it is in the imt inediate vicinity of a patient. In addition, this equipmneni Category includes other devices, such as computers, that support the care of a patient when in a health care organization, but are generally not spec{fically mainlfactured for use in a health care organization. As used in this standard, the term "equipment"refers to medical equipment. NOTE 22-Embecicled sofltivare is covered by the medical device,Vfanufactur•er;standalone software is covered b}�ANSIIAAA�fIIIEC 80001-I;2010, Application of risk»aanagetnertt for IT rtetrvorks incor por-cling medical devices—Part I: Roles, responsibilities, and activities." MAICAP Contract/Agreement-Also referred to as the"Contract", is the Agreement including any attachments, addenda and exhibits and is executed by the Vendor and MMCAP, for the distribution and sale of medical Products, Services, Medical Equipment, and select pharmacy Products as agreed to in writing by MMCAP. 3,IIIJICAP Contract Pricing-The applicable MMCAP Contract Product Cost agreed upon by the Vendor and MMCAP,and if applicable to this Contract, the Product price agreed upon by the MMCAP Contracted Manufacturer and MMCAP. ,MMCAP Members-These are eligible purchasers that are deemed by the MMCAP Office,to have completed, and met the requirements of the membership application process, MMCAP Participating Faeilio(ies) -Consist of facilities that are MMCAP Members(eligible purchasers), and facilities recognized by the MMCAP Members, as facilities eligible to receive the delivery of Products and Services. MMCAP Products-Refers to all Products, covered in Attachment A,Products and Pricing. These products cover the entire Product catalog of the awarded Vendor, including Services(referred to in Attachment A as Additional Value Ofjf rings),and are identified in Attachment A,under the following tabs: the Brand Label Core Products tab, the Private Label Core Products tab, the Non-Core ProduCIS3 tab, the Equipment Schedule tab,and the Additional Value Offerings tab. MMCAP State Contacts-Purchasing and pharmacy professionals designated by MMCAP Member States, who serve as liaisons between the MMCAP Office and the MMCAP Participating Facilities in each State. A list of MMCAP State Contacts is available at: http,f/www.mmd.admin.state.mn.us/MMCAP/backyround/New,_Current States.aspx. Net Purchase-All purchases of Products (excluding returns, credits, rebates, late charges and similar fees) made through.Vendor by any MMCAP Member, including Products drop shipped from an affiliate of Vendor, in the normal course of business. Non-Core Products- Refers to Products not specifically covered in the Bi-and Label Core Products tab, the Private Label Core Products tab,the Equipment Schedule tab,and the Additional Value Offerings tab. ThrOUgh the categories listed in the Non-Core Products tab, the awarded Vendor will offer the rest of the Products available in its catalog,which are not featured in the remaining tabs in Attachment A,Products and Pricing. Vendor, in Agreement with MMCAP,may amend the Nan-Core Product categories, as new -- additions or deletions take place, in the Vendor's catalog. I Reference:Taken from The Association for the Advancement of LMedical Instrumentation(AAAI!). 2 Reference:Taken fi-om The Association for the Adva7ncemeni of_lfedical Instrummiation(AAA1I). 3 The listed categories to the Non-Core PrO&WtS tab,are intended to cover the f/endor s most ciarent,published catalog ofP'roducts,which are not listed in the remaining tabs. 4 of 72 Page 642 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Non-Recurring Products-Products ordered less than once a month by MMCAP Members. Order-Means, any purchase order used to order Products or Services under this Contract. An Order amended, consistent with the requirements of any MMCAP Participating Facility, and accepted by the Vendor,shall be governed by the terms and conditions of the original Order, except as amended. Order Originator-The MMCAP Member, who places the order with the Vendor. Produet(s) -Products offered by the Vendor and awarded by MMCAP. Product Backorder-A Product order that is not fulfilled in the time frame set forth in this Contract,due to Product unavailability, resulting from the Vendor's or the Manufacturer's inability to supply the Product. Product Substitutes-Equivalent(brand, generic or private label) Products that the ordering MMCAP Member consented to in writing to accept as a substitute for the ordered MMCAP Contract Products. Replacement Products- In the event a Product covered under this Contract is removed by the Vendor,or recalled by a Manufacturer, the Vendor must replace the Product with an acceptable Product substitute. In the event the Vendor cannot obtain a suitable Product substitute,then the affected MMCAP Member may purchase the Product from a non-contract source. Services-Any related offering provided by the Vendor related to the Products covered by this Contract, and which can be provided by the Vendor for a fee or at no cost to MMCAP Members. Services may include but are not limited to: customer service, Product ordering systems, clinical education,Product training, and Product marketing, among others. Services may, or may not, incur cost. Special Products-If applicable to this Contract, includes all MMCAP Contract Products that require special temperatures and environmental conditions, in accordance with Manufacturer requirements for delivery to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers or disposable coolers with appropriate packaging, to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. Vendor-MMCAP's Contracted Distributors or Manufacturers of Products and Services,related to the Products for the MMCAP Membership, pursuant to the terms of this Contract. Vendor Contract Peifornnanee Report-A written report prepared by the MMCAP Office, detailing the proficiency of the Vendor. Repeated low ratings in the report might be conducive to penalties, including termination, as well as the inability of the Vendor to respond to future solicitations published by MMCAP. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 of 72 Page 643 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 STATE OF MINNESOTA DEPARTMENT OF ADMINISTRATION MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY This contract is between the State of Minnesota,acting through its Commissioner of Administration on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy("MMCAP") and McKesson Medical- Surgical Inc., located at 9954 Mayland Drive, Suite 4000, Richmond, VA 23233, McKesson Medical- Surgical Minnesota Supply Inc., located at 8121 10th Avenue North, Golden Valley, MN 55427, and Moore Medical, LLC, located at 1690 New Britain Ave., Farmington, CT 06032 (collectively, "Vendor" or "Contractor"). ARTICLE 1: RECITALS 1. Under Minn. Stat. § 16C.03,the Commissioner of Administration, on behalf of MMCAP, is empowered to engage such assistance as deemed necessary. 2. MMCAP is a group purchasing organization of government owned and/or operated health care facilities which contracts for healthcare Products and Services for its Members' use. Participation in MMCAP is limited to facilities within Member states that are specifically permitted by the Member state's statutes to purchase goods from the Member state's contracts. Participation is generally available to facilities run by state agencies, counties, cities, townships,and school districts. 3. The Vendor wishes to contract with MMCAP to supply Medical Products and Services to the national MMCAP Participating facilities. ARTICLE 2: INCORPORATION 1. The parties agree that the recitals are true and correct, and are hereby incorporated into this Contract. 2.Attachments, Exhibits,and Order of Precedent 2.1. The following attachments and Exhibits are attached and incorporated into this Contract. In the event of conflict,the following order of precedence applies. • Attachment A: Products and Pricing • Attachment B: Statement of Mork • Attachment C.- MMCAP 11ember Participation Agreements • Attachment D: Service Area • Attachment E: Vendor's Contract Implementation and Transition Plan • Attachment F.•MMCAP Contracted Manufaclurer List • Attachment G: Vendor's Shipping Policy • Attachment H.- Vendor's Stock Outage and Backorder Policy • Attachment P Vendor's Product Return Policy • Attachment J.• Vendor's Product Recall Policies/Procedures • Attachment K.• Vendor's Business Interruption Plan • Attachment L: vendor'Escalation Procedure • Attachment Al.- Vendor's Discount Structure 2.2. Member Participation Agreements (MPAs) In order to access this Contract some Members require jurisdiction-specific additional paperwork or contract language. Vendor must not sign any Member documents without prior MMCAP review and approval. If needed,MMCAP will issue a Member-requested Participation Agreement(MPA)that will be amended into to this Contract. No other mechanism of modifying or "attaching to"MMCAP contracts is authorized. The MPA, which will only apply to the requesting Member and must be signed in the following order: Member,Vendor, then MMCAP. Vendor is not required to agree to any additional 6 of 72 Page 644 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 terms; however, by not agreeing to the MPA Vendor may be precluded from doing business with that Member. In the event a Member requires a fee be added to the Contract price(e.g., Member levied procurement fee or system use fee),that fee must be added on top of the MMCAP-contracted pricing. Vendor may not absorb the fee. Vendor must not pay a Member levied fee without first collecting the fee through increased Product costs. The fees will be set aside and paid to the Member as would be detailed in an MPA. Except as provided in a Member-Requested Participation Agreement(MPA)approved by MMCAP and executed by an MMCAP Member, Vendor and MMCAP, all orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract, and no other terms provided by the MMCAP Member will apply to such orders. For each state requiring state specific language, a further Exhibit shall be attached to Attachment C: A,1jVCAP Member Participation Agreements. 2.2.1. Should any of the terns set forth in any attachment conflict with any terms set forth in the Contract document,the terms of the Contract document shall prevail, except when such conflict arises from the state-specific terms set forth in Attachment C:MMCAP Member Participation Agreements, in which case the order of precedence set forth in Article 2,Section 2.2.2, shall apply. 2.2.2. Should any terms in the Contract document or other attaclnnents conflict with the state-specific terms set forth in Attachment C, the terms set forth in Attachment C shall take precedence over the terms of the Contract document, but only as between the Vendor and the MMCAP Member and/or MMCAP Participating Facility bound by said state-specific terms. No other State shall be bound by the terms set forth in any other State's state specific language set forth in the Exhibit provided by an MMCAP Member State and attached to Attachment C. 2.2.3. MMCAP and the State of Minnesota shall not be bound by non-Minnesota state-specific terms set forth in any Exhibit included in Attachment C at any time,nor when bringing any enforcement action on behalf of MMCAP or the State of Minnesota. 2.3.4. During the term of this Contract other MMCAP Member States may request the MMCAP Office or the Vendor to amend this Contract to include terms and conditions specific to the requesting MMCAP Member State by attaching an Exhibit to Attachment C specific to that State. If a MMCAP Member State requests an amendment to this Contract to include their state specific requirements,the Vendor must work with the MMCAP Member State and the MMCAP Office to execute an amendment to this Contract in a reasonable period of time. No verbal or written instructions from the MMCAP Member States,MMCAP Participating Facilities,or any of their staff or state officials to change any provision of this Contract will be accepted by the Vendor without the prior written approval of the MMCAP Office. The Vendor will promptly report any such requests to the MMCAP Office. ARTICLE 3: REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS 1. GPO Representation MMCAP represents and warrants that it is a "group purchasing organization" (GPO) as that term is defined under 42 C.F.R. Section 1001.9520) and that it shall comply with all applicable federal and state laws, rules and regulations, including, but not limited to, the provisions set forth in 42 U.S.C. Section 1320a-7b and the "safe harbor regulations"set forth in 42 C.F.R. Section 1001.952. MMCAP is an entity authorized to act as a purchasing agent for a group of entities who are furnishing Services for which payment may be made in whole or in part under Medicare or a State health care program, and who are neither wholly-owned by MMCAP nor subsidiaries of a parent corporation that wholly owns MMCAP (either directly or tlu-ough another wholly- owned entity), and the MMCAP program and this Contract do and will continue to fully comply with the safe harbor described therein. For the purpose of this clause the State of Minnesota shall not be deemed a parent corporation nor shall any state agency or public entity be deemed a subsidiary. 7 of 72 Page 645 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2. Federal Health Care Program Exclusion Vendor represents that it, its directors,officers and employees(i) are not sanctioned individuals or companies and have not been listed by any federal agency as barred, excluded, or otherwise ineligible for participation in federally funded health care programs as defined in 42 U.S.C. Sec. 1320a-7b(f)(the"Federal healthcare programs"); (ii)have not been convicted of a criminal offense related to the provision of healthcare items or Services, an(iii) are not under investigation or otherwise aware of any circumstances which may result in such Vendor being excluded participation in Federal healthcare programs. Vendor agrees not to enter into a subcontract with any individuals or companies that have been sanctioned, debarred or excluded from participation in any federally funded health care programs,to the extent required by 48 CFR 52.209-6,to fulfill Vendor's obligations under this Contract. In the event of a breach of this provision,this Contract shall immediately terminate, in spite of any notice and cure provisions to the contrary. Vendor agrees to indemnify, hold harmless and defend the State of Minnesota, MMCAP and its Participating Facilities from any claims, demands or damages which the State of Minnesota,MMCAP and its Participating Facilities may suffer as a result of Vendor's breach of this Section 2. 3. Debarment by State,its Departments, Commissions,Agencies or Political S2lbdivisions Vendor certifies that neither it nor its principals is presently debarred or suspended by the State, or any of its departments, commissions,agencies, or political subdivisions. Vendor's certification is a material representation upon which this Contract award is based. Vendor shall provide prompt written notice to the State's authorized representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances. 4. Certification Regarding Debarment,Suspension,Ineligibility, and Voluntary Exclusion Federal funding will be used or may potentially be used to pay for all or part of the work under the contract, therefore Vendor certifies that it is in compliance with federal requirements on debarment,suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Vendor's certification is a material representation upon which the Contract award is based. 5. Warranties Vendor has good title which is free and clear of all encumbrances. No applicable warranties, whether express or implied, are intended to be disclaimed or diminished by the terms of this Contract,with the exception of the following paragraphs. EXCEPT WITH RESPECT TO PRIVATE LABEL PRODUCTS, VENDOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY SHALL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES(IF OTHER THAN VENDOR)FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE,OR REPRESENTATIVE OF VENDOR HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS CONTRACT, VENDOR AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PASS ON,ON A NON- EXCLUSIVE BASIS, FROM ANY MANUFACTURERS OR SUPPLIERS OF PRODUCTS,THE PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OR SUPPLIER TO THE EXTENT SUCH WARRANTIES ARE TRANSFERABLE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY ACKNOWLEDGE THAT AT ALL TIMES VENDOR SHALL BE ABLE TO RELY FOR ITS OWN BENEFIT ON SUCH WARRANTIES AND VENDOR SHALL NOT BE OBLIGATED TO PASS ON SUCH WARRANTIES IF SUCH ACTION SHALL RESULT IN VENDOR BEING UNABLE TO RELY ON THE WARRANTIES FOR ITS OWN BENEFIT. VENDOR REPRESENTS AND WARRANTS TO CUSTOMER THAT PRIVATE LABEL PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF 8 of 72 Page 646 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 NINETY(90) CALENDAR DAYS FROM THE DATE OF SHIPMENT. VENDOR'S OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT,AT VENDOR'S OPTION. THIS WARRANTY WILL NOT APPLY(1)IF MMCAP OR MMCAP PARTICIPATING MEMBER MISUSES THE PRIVATE LABEL PRODUCT,(2)ALTERS OR MODIFIES THE PRIVATE LABEL PRODUCT IN ANY WAY, OR(3) RESELLS THE PRIVATE LABEL PRODUCT OR DOES NOT OTHERWISE USE OR ADMINISTER THE PRIVATE LABEL PRODUCT THROUGH ITS EMPLOYEES OR AUTHORIZED AGENTS. NEITHER MMCAP NOR AN MMCAP PARTICIPATING FACILITY SHALL HOLD VENDOR LIABLE FOR ANY DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND. CUSTOMER AND A FACILITY AGREE TO FILE SOLELY WITH MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES(IF OTHER THAN VENDOR)ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES. ARTICLE 4: CONTRACT TERMS AND CONDITIONS 1. Contract Effective Date March 1, 2018 or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2, whichever is later. The Vendor must not begin work under this contract, nor make its pricing, Products, Services, or any benefit available until this contract is frilly executed and the Vendor has been notified by the State's Authorized Representative to begin the work. Vendor will offer fixed pricing for Core Products in Attachment A for one(1)year with annual agreed-upon price adjustments. The Commencement Date will be ninety(90) days after the Contract Effective Date,unless an earlier mutually agreeable Commencement Date is determined. Moore Medical, LLC, a McKesson Medical-Surgical Company, under the authority of McKesson Medical- Surgical's signature, will have a Commencement Date of January 1,2019, for all Products and Services corresponding to the Moore Medical, LLC's portion of this Agreement. 2. Contract Expiration Date March 1, 2020 the Contract may be extended for up to three (3)additional one(1)year periods upon execution of a written amendment and acceptance of both parties,for a total tern not to exceed five(5) years. 3. Contract Termination 3.1. Termination by MMCAP Without Cause Either party may cancel this Contract at any time during the term of the Contract, without cause, upon no less than one hundred eighty(180) days' written notice to the other party. Upon termination,Vendor will be entitled to pro rata payment for Services perfonned in accordance with the terms and conditions of this Contract. 3.2. Termination With Cause Except as set forth in Article 3,Section 2,either party may cancel this Contract at any time,with cause, upon no less than 30 days' written notice to the other party, and shall provide for a 30 day period beginning upon notice for the breaching party to cure all alleged defects. 3.3. Termination for Insufficient Funding MMCAP may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature,or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the Services covered here. Termination must be by written or fax notice to the Vendor. MMCAP is not obligated to pay for any Services that are provided after receipt of notice to Vendor from MMCAP and effective date of termination. However,the Vendor will be entitled to payment, 9 of 72 Page 647 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 determined on a pro rata basis,for Services performed to the extent that funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Vendor notice of the lack of funding within a reasonable time of the State's receiving that notice. 3.4. Cancellation by Member States Subject to MMCAP termination rights,MMCAP Member States and MMCAP Participating Facilities may cancel their participation in this Contract with the Vendor at any time upon no less than thirty (30) days' written notice to the other party. Vendor shall be entitled to payment of Products delivered prior to the end of the thirty (30)day notice period. 4.Vendor's Duties The Vendor, who is not a state employee,will provide Products and Services, in accordance with the terms and conditions of this Contract, and as set forth in Attachment B:Statement of Work,as attached and incorporated herein. 5. Non-Exclusive Agreement MMCAP and Vendor acknowledge that this Contract neither creates not,implies the creation of an exchIsive Agreement between the parties. 6. Eligible Purchasers Starting on the Commencement Date, all MMCAP Participating Facilities located in the United States shall be eligible to purchase Products offered under this Contract. In addition,the Vendor must allow newly added MMCAP Participating Facilities, located in the MMCAP Participating Facilities List(password protected and published online at www.mmcap.org), as incorporated herein by reference, to access Contract Products and Services at the pricing set forth on Attachment A throughout the term of this Contract. Upon addition to the MMCAP Participating facilities List, Vendor shall provide new MMCAP Participating Facilities with access to Contract pricing, once Vendor has received from MMCAP the new Member notification and confirmed the new MMCAP Membership ID. MMCAP will provide Vendor with monthly e-mail notices announcing that a new MMCAP Participating Facilities List has been posted online,however Vendor is expected to frequently review the posted MMCAP Participating Facilities List and also maintain its own roster of MMCAP Participating Facilities, since the listing is updated daily on the MMCAP website. In the event that an MMCAP Participating Facility ceases to be an MMCAP Participating F=acility of MMCAP, Vendor agrees entity will no longer access contract pricing related to the MMCAP Contract. Any MMCAP Participating Facility desiring to utilize the contractual options,terms and conditions described in this Contract may, at its option, and without penalty or liability,terminate any existing contract or other arrangement with Vendor for the sole purpose of participating in the group purchasing arrangement set forth in this Contract. MMCAP reserves the right to add and delete MMCAP Participating Facilities during;the term of this Contract. Notwithstanding the foregoing, Vendor shall rely on the MMCAP Membership Listing electronic file available online at www.mmcap.org,which will be sent to Vendor, as such list is updated daily during the tern of this Contract. To the extent that Vendor's breach of this section is based upon incorrect information provided by MMCAP in the MMCAP Participating Facilities List,such breach shall be excused. 7. Separate Agreements During the term of this Contract, Vendor will not solicit any MMCAP Participating Facilities or Prospective MMCAP Participating Facilities to enter into or negotiate a separate contract or Agreement for the same or substantially equivalent Products offered in this Contract or any amendment,modification,or supplement to this Contract without MMCAP's prior written consent. Vendor is not prohibited from responding to a request for proposals issued by a Participating Facility that may include some Products covered by this Agreement. 10 of 72 Page 648 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79FAF7 McKesson Medical-Surgical Contract MMCAP MMS 18000 8. Products and Services The Vendor shall provide Products and Services to MMCAP Participating Facilities listed on Attachment A. In addition, Vendor must at least offer Products under this Contract that are the same or substantially equivalent to the Products that are set forth on Attachment A. Both influenza vaccine distribution and prescription pharmaceutical distribution(including vaccines)are independent, separate service offerings. Unless Vendor is also awarded one or both of these other service offerings through separate contract award processes, it is required that reasonable efforts will be made by Vendor,to not solicit,distribute, or market prescription pharmaceuticals (including vaccines) and influenza vaccines, to MMCAP Participating Facilities under this contract. It is also required that Vendor will make reasonable efforts to direct MMCAP Participating Facilities to MMCAP, for guidance on these service offerings. The sample Agreements included under the"Additional Value Offerings"tab at Attachment A (the "templates")are samples provided for informational purposes only and are not meant to be final versions. Other terms and conditions may apply or be separately negotiated depending on the service requested and MMCAP Member type or size, among other possible factors. Templates also may be periodically updated or revised. The templates attached hereto are confidential and proprietary and neither MMCAP nor any MMCAP Member may save, copy, download or forward a template to any party with the express written consent of Vendor. All Products acquired by MMCAP tinder this Contract, are to be purchased for medical use only, and all uses shall be in accordance with such Products Manufacturer's intended use as set forth on the Product's labeling. All Products provided by Vendor under this Contract must comply with all applicable federal, state,and local laws, ordinances, rules and regulations, including registration requirements of the Office of the applicable Secretary of State. Vendor will not receive payment for Products/Services found by MMCAP or MMCAP Members to be unsatisfactory, and returned to Vendor pursuant to Vendor's return goods policy or performed in violation of federal, state or local law. 9. Products and Services Pricing 9.1. Competitive Pricing During the term of this Contract,Vendor will perform quarterly pricing reviews of MMCAP Participating Facilities' purchases and competitive pricing data supplied by MMCAP to Vendor. Subject to Vendor's confidentiality obligations with other GPOs, the pricing reviews will compare the MMCAP Contract Products and Services pricing to other GPOs or government-owned buying groups whose Members are a similar class of trade and size to MMCAP's Participating Facilities. 9.2. Vendor's Published Catalog Price Vendor shall provide a percentage discount for each of Vendor's Contracted Suppliers' categories of Medical Products not listed on Attachment A. The list of the Vendor's Contracted Suppliers' categories of Medical Products must include the percentage discount from the Vendor's catalog price of the Product within a specific category, and be submitted on the Non-Core Products tab of Attachment A. The specific discount shall apply to each of the Vendor's Contracted Suppliers' categories of medical Products listed. 9.3. Pricing and Percentage Discounts All Product prices and percentage discounts listed on Attachment A,will be considered to be ceiling prices during the term of this Contract, and the ceiling prices and/or percentage discounts set forth on Attachment A, may not be changed unless approved in writing by MMCAP as set forth in Section 39.2, Amendments. The pricing and percentage discounts listed on Attachment A, must be made available to all MMCAP Participating Facilities regardless of the size or location of the MMCAP Participating Facilities. 11 of 72 Page 649 of 1076 DocuSign Envelope ID:50393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS18000 9.4. No Additional Fees Unless otherwise stated in this Contract no fee,percentage, or other price may be added to the Products purchased under this Contract unless the fee,percentage, or price is defined, and a formal amendment to the Contract is executed by both parties reflecting the agreed upon fee, percentage, or price. 10. Discounts If applicable to this Contract, the parties understand that the pricing for Products provided as part of this Contract may be considered a"discount" within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. §1001.952(h). In accordance with 42 C.F.R. §1001.952(h), Vendor will comply with any applicable obligations of Vendor as"Seller"or "Offeror"of a discount,as applicable. If selling directly to an MMCAP Participating Facility, Vendor will fully and accurately report any discount on invoices,statements or reports submitted to MMCAP Participating Facilities. The parties will refrain from doing anything which would impede MMCAP Participating Facilities from meeting its obligations under the discount safe harbor regulations. In accordance with 42 C.F.R. §1001.952(h) MMCAP's Participating Facilities(as"Purchasers")shall disclose the discounts at the invoice level, or value of the Products under the state or federal program which provides cost or charge based reimbursement for the Products covered by this Contract,the net cost actually paid by the MMCAP Participating Facility. In the event a party determines that this discount program may not comply with such statutes,the parties agree to work together to establish a discount structure that meets the requirements of the discount safe harbor regulations set forth in 42 C.F.R. §1001.952(h). 11. Risk of Loss, Damage,and Shipping Terms Shipments under this contract shall be FOB Destination, freight prepaid and allowed to the MMCAP Participating Facility's receiving dock or if applicable, its pharmacy, unless otherwise agreed to by Vendor and Participating Facility. Title to and risk of of the Products covered by this Contract transfers to the MMCAP Participating Facility upon delivery to the MMCAP Participating Facility, as set forth above. During the term of this Contract Vendor shall not add any fuel surcharges to the purchase of any Products covered by this Contract. Notwithstanding the foregoing, emergency orders,rush orders, orders for Products not regularly stocked by Vendor's local servicing Distribution Center,Products dropped shipped from Vendor's Contracted Supplier; and orders not regularly scheduled are subject to an added shipping and handling charge determined by Vendor and disclosed to a MMCAP Participating Facility upon request. Vendor shall have the right to ship the Products at all times via its own vehicle or a carrier selected by Vendor 12. Compliance Vendor shall be in accordance and comply with all applicable federal,state, and local laws,rules and regulations as applicable to each MMCAP Member State, in the performance of this Contract. 13. Failure to Supply MMCAP Core Products Unless the result of a Manufacturer Backorder, if Vendor fails to maintain sufficient inventory of Core Products set forth on Attachment A, to meet the anticipated needs of MMCAP Participating Facilities for Core Products,the ordering MMCAP Participating Facility may purchase an alternate equivalent Product on the open market for the period of time in which the Vendor is unable to provide the Core Product. 14. Purchase Orders and Payment 14.1. No Minimum Purchase Order Requirement There shall be no minimum order requirements or charges, regardless of order size or payment amount. 14.2. Eligible Purchase Orders As a condition for purchasing under this Contract, orders must only be accepted if made by authorized individuals from MMCAP Participating Facilities who are Eligible Purchasers under this Contact as stated in this section and defined in the Key Definitions of this Contract. It will be the responsibility of MMCAP Participating Facilities to determine an"authorized individual"who is approved to make 12 of 72 Page 650 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 purchases and submit orders under this Contract. Vendor will not be liable for determining"authorized individuals"making purchases on behalf of MMCAP Participating Facility under this Contract. MMCAP Participating Facilities may use their own forms for Purchase Orders. To the extent that the terms of any form differ from the terms of this Contract, the terms of this Contract supersede. Notwithstanding any terms on an MMCAP Member's Purchase Order form or other form provided by an MMCAP Member, any orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract only, and no other terms and conditions provided by the Member shall apply to such orders. The purchase order number will appear on the packing list and invoice when it is applied during the order entry process. The terms of this Contract shall apply to each Purchase Order issued by authorized individuals from MMCAP Participating Facilities whether such Purchase Order is communicated by the Purchase Order form, EDI, internet e-commerce, facsimile, orally,or any other method,or whether reference is made to this Contract. 14.3. Verification of Authorized Purchasers Upon request by MMCAP, Vendor must verify that it provides Products and Services pursuant to this Contract only to MMCAP Participating Facilities. Only MMCAP Participating Facilities may purchase Products and Services tinder the terms of this Contract. Vendor shall rely on the MMCAP membership listing electronic file which will be sent to Vendor as such list is updated daily, during the term of this Contract. If such listing is incorrect, Vendor shall not be deemed in breach of this Section. 14.4. Funds Available and Authorized/Non-Appropriation Vendor will not be compensated for Products delivered under a Purchase Order by any entity other than the MMCAP Participating Facility that issued the Purchase Order. By submitting a Purchase Order the MMCAP Participating Facility represents it has sufficient funds currently available and authorized for expenditure to finance the costs of the Purchase Order. 14.5.Termination of Individual Purchase Orders MMCAP Participating Facilities may terminate individual Purchase Orders(other than purchase orders for special orders and emergency preparedness), in whole or in part,immediately upon notice to Vendor, or at such later date as the MMCAP Participating Facility may establish in such notice,upon the occurrence of any of the following events: • The MMCAP Participating Facility fails to receive funding,or appropriations, limitations or other expenditure authority at levels sufficient to pay for the goods to be purchased under the Purchase Order; • Federal or State laws, regulations or guidelines are modified or interpreted in such a way that either the purchase of goods under the Purchase Order is prohibited or the MMCAP Participating Facility is prohibited from paying for such goods from the planned funding source; or • Vendor commits any material breach of this Contract or a Purchase Order. Upon receipt of written notice of termination, Vendor shall stop performance under the Purchase Order as directed by the MMCAP Participating Facility. Termination of a Purchase Order does not extinguish or prejudice the MMCAP Participating Facility's right to enforce the Purchase Order with respect to Vendor's breach of any warranty or any defect in or default of Vendor's performance that has not been cured, including any right of the MMCAP Participating Facility to indemnification by Vendor or enforcement of a warranty. If a Purchase Order is terminated,the MMCAP Participating Facility must pay Vendor in accordance with the terms of this Contract for goods delivered and accepted by the MMCAP Participating Facility. 14.6. Purchase Order Default All Products furnished will be subject to inspection and acceptance by the MMCAP Participating Facility after delivery, in accordance with Vendor's Product Return Policy as set forth in Attachment L No 13 of 72 Page 651 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Product substitutions,shipments of non-conforming goods or Products, or cancellations are permitted without prior written approval of the MMCAP Participating Facility. 14.7. Payment of Purchase Orders Each MMCAP Participating Facility will be responsible for payment of Products provided by Vendor. MMCAP will not be liable for an unpaid invoice of any MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP Participating Facility for all Products shipped. Vendor will accept payment of purchase orders via Electronic Funds Transfer(EFT), credit cards authorized by the ordering MMCAP Participating Facility and any other traditional means of payment. 14.8. Federal Funds Payments to the Vendor for Products ordered by MMCAP Participating Facilities under this Contract may be made from federal finds.The Vendor must agree to accept as payment in frill for the Products, the amount as determined by the federal agency or federal program administering the payments. Vendor shall comply with all applicable federal requirements imposed on these funds as may be identified by the ordering MMCAP Participating Facility. 14.9. Conditions of Payment All Services provided by the Vendor under this Contract must be performed to MMCAP's satisfaction (directed by the MMCAP Participating Facility or MMCAP Member), as determined at the reasonable discretion of MMCAP's Authorized Representative,and in accordance with all applicable federal, state, and local laws, ordinances,rules, and regulations. Unless otherwise set forth in this Contract all Products provided under the terms of this Contract are subject to inspection and acceptance by the MMCAP Participating Facility in accordance with the Vendor's Return Product Policy as set forth in Attachment L 15. Vendor Fees 15.1.Administrative Fee In consideration for the administrative support and other Services provided by MMCAP in connection to this Contract,the Vendor agrees to pay an Administrative Fee of three percent(3%)on all MMCAP Participating Facilities' Net Purchases of Products and Services made directly with the Vendor by the MMCAP Participating Facilities. The payment of the Administrative Fees is intended to be in compliance with the Medicare and Medicaid Patient Protection Act of 1987 (Anti-Kickback Statute), as set forth at 42 USC§ 1320a-7b(b)(3)(C), and the"safe harbor regulation" set forth in 42 C.F. R. §1001,9520) The Vendor will submit a check payable to"State of Minnesota, MMCAP Program"for an amount equal to three percent (3%) for all MMCAP Participating Facilities' Net Purchases covered under this Contract. Vendor Ynust provide Administrative Fee data to MMCAP within ten(10)business days after the end of each month. The Administrative Fee must be paid as soon as is reasonable after the end of each month, but no later than thirty(30)calendar days after the end of the month. Vendor shall not be required to pay administrative fees on excise tax amounts or returns or other shipments for which Vendor did not collect the purchase price. Vendor will not pay an Administrative Fee on the same purchase to more than one GPO, nor will Vendor split an Administrative Fee on any item between such groups. Vendor's payment to the MMCAP Office of the three percent(3%) Administrative Fee will not include the increased Products costs associated with Member levied fees. Vendor will pay an Administrative Fee only on those Services that incur fees. Vendor shall not pay Administrative fees on Products purchased from Vendor,where(i) Vendor has an exclusive Agreement with a Supplier and(ii)Vendor retains only a management fee for each sale. The Suppliers with this Product offering are listed in Attachment N, List of Vendor's Suppliers. Vendor reserves the right to add/update the supplier or supplier offering as necessary upon mutual agreement with MMCAP. The parties shall comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(A) and the"Safe Harbor" regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001952(h)and GPOs set forth at 42 C.F.R. §1001.9520). In this regard,the parties acknowledge that Vendor will 14 of 72 Page 652 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 satisfy any and all requirements imposed on sellers by these safe harbors; and MMCAP and each MMCAP Participating Facility will satisfy any and all requirements imposed on buyers and GPOs respectively 15.1.1. Limitations • Vendor will not pay an Administrative Fee ori the same purchase to more than one(1)GPO, nor will Vendor split an Administrative Fee on any item between such groups. • Upon notification from the MMCAP Member that they wish to purchase from Vendor via the MMCAP Contract, Vendor shall have ten(10)business days from the date of notice to qualify said new Facility's status and eligibility for inclusion of the purchases by said Facility in the calculation of the Administrative Fee. Vendor will not pay an Administrative Fee on purchases of Products ordered, but not yet delivered, on or prior to tine date the Facility joins MMCAP. 16. Authorized Representatives MMCAP's Authorized Representative is Alan Dahlgren, MMCAP Managing Director, or his/her successor, and has the responsibility to monitor the Vendor's performance. The Vendor's Authorized Representative is John Campbell, Vice President of Government Sales, or his/her successor. If the Vendor's Authorized Representative changes at any time during this Contract,the Vendor must promptly notify MMCAP in writing via e-mail addressed to Emilio Graulau, MMCAP's Healthcare Products and Services Coordinator, at: Emilio.Graulau@state.mn.us or their designee, who will assume that responsibility for Vendor. 17. Notices Notices under this Contract shall be in writing, effective upon receipt and shall be sent by any of following methods (i) facsimile or e-mail with return facsimile or e-mail acknowledging receipt; (ii)United States Postal Service certified or registered mail with return receipt showing receipt, (iii) courier delivery service with proof of delivery; or(iv) personal delivery. Either party to this Contract may change the names and addresses for receipt. To MMCAP: MMCAP Healthcare Products& Services Program Coordinator 50 Sherburne Avenue, Suite 112 St. Paul, MN 55155 Email: MMCAPContracts rt state.mn.us Fax: 651.297.3996 To the Vendor: McKesson Medical-Surgical Minnesota Supply Inc., McKesson Medical-Surgical Inc.. Amanda Johnson 9954 Mayland Drive, Suite 4000 Henrico, VA 23233 Email: Governtncj)t.Bids@McKesson.com McKesson.com 18. Indemnification In the performance of this contract by Vendor, or Vendor's agents or employees, the Vendor must indemnify, save, and hold harmless the State, MMCAP, MMCAP Participating Facilities and MMCAP Member States, their agents, and employees("Customer Indemnified Parties"),from any claims or causes of action brought by third parties, including attorney's fees incurred, to the extent caused by Vendor's omissions, and negligent, intentional, or willful misconduct of Vendor in the performance of this Contract. On a comparative negligence basis,the indemnification obligations of this section do not apply in the event the claim or cause of action is the result of a Customer Indemnified party's sole negligence, intentional, or willful misconduct. In the event that a claim or cause of action arises in part out of the action or inaction of 15 of 72 Page 653 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS18000 the indemnified party, Vendor's obligation to indemnify the State shall be proportionate to the extent the claim or cause of action arose from the acts of the Vendor, Vendor's agents,or Vendor's employees. This clause will not be construed to bar any legal remedies the Vendor may have for the State's failure to fulfill its obligation under this Contract. Pursuant to the Minnesota Constitution Article XI Section 1,MMCAP cannot indemnify the Vendor. 19. Liability Limitations IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES INCURRED BY THE OTHER PARTY,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES. ANY COSTS AND EXPENSES INCURRED BY A PARTY TO MITIGATE OR LESSEN ANY DAMAGES OR HARM CAUSED BY A PARTY'S NEGLIGENCE SHALL BE CONSIDERED DIRECT DAMAGES, 19.1. Warranty Vendor makes no representation or warranty of any hind, express or implied, as to the merchantability of any Products or their fitness for a particular use or purpose. MMCAP and each MMCAP participating facility shall look to the Manufacturer of Products and the provider of Services(if other than Vendor) for any warranty thereon. No agent, employee,or representative of Vendor has any authority to make any affirmation,representation, or warranty concerning Products not set forth in this contract. Vendor agrees to use commercially reasonable efforts to pass on, on a non-exclusive basis, from any Manufacturers or suppliers of Products,the Product warranties provided by the Manufacturer or supplier to the extent such warranties are transferable. MMCAP and each MMCAP participating facility acknowledge that all times Vendor shall be able to rely for its own benefit on such warranties and Vendor shall not be obligated to pass on such warranties if such action shall result in Vendor being unable to rely on the warranties for its own benefit. With the exception of Private Label Products, neither MMCAP nor any MMCAP participating facility shall hold Vendor liable for any defect in Products or Services, regardless of kind. MMCAP and MMCAP participating facilities agree to file solely with Manufacturer of the Products or provider of the Services(if other than Vendor)any claim or lawsuit alleging loss, injury, damage or death arising out of or caused by the use, sale,distribution, or possession of Products or Services. 20.Audits Under Minn. Stat. § 16C.05,subd. 5,the Vendor's books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State, MMCAP, and/or the State Auditor or Legislative Auditor,as appropriate, for a minimum of six(6)years from the end of this contract. MMCAP and any MMCAP Participating Facility served by the Vendor shall have the right to audit Vendor to determine the validity of invoice pricing. Audits may be conducted by representatives of MMCAP in collaboration with other state and federal authorities. Such audits may be conducted only during ordinary business hours and upon reasonable prior notice to Vendor. The Vendor and MMCAP and/or the MMCAP Participating Facility shall each be responsible for its own costs associated with any audit, including reasonable costs related to the production of records and/or other documents requested by the other party. 21. Government Data Practices The Vendor and MMCAP must comply with the Minnesota Government Data Practices Act,Minn. Stat. Ch. 13 as it applies to all data provided by MMCAP under this contract, and as it applies to all data created, collected,received, stored, used,maintained, or disseminated by the Vendor under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13,by either the Vendor or MMCAP. 16 of 72 Page 654 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 If the Vendor receives a request to release the data referred to in this clause, the Vendor must immediately notify MMCAP. MMCAP will give the Vendor instructions concerning the release of the data to the requesting party before the data is released. Vendor agrees to indemnify, save,and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of,resulting from, or in any manner attributable to any violation by Vendor of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision of the Contract. 22. Intellectual Property and Data MMCAP owns all rights, title, and interest in MMCAP customer data,sales transaction data, DEA/HIN information(subject to third-party rights), contract pricing, EDI transaction data, reverse distribution data, and payment data, including copyrights and trade secrets contained therein. MMCAP grants to Vendor a revocable, nontransferable, fully paid license, for the term of this Contract,to(i) release state specific data to an MMCAP Member's State Contact, MMCAP Participating Facilities;(ii)release any of the above data to Product Manufacturers, when necessary for the performance of this Contract or as required by Vendor's Agreements with such Product Manufacturers;(iii)to release any of the above data to other MMCAP- approved third parties, when necessary for the performance of this Contract; (iv) provide MMCAP Participating Facility purchase data to third-party aggregators,subject to Vendor's reasonable efforts to require such data aggregators to protect any identifiable data from discovery by another third party and subject to written approval by MMCAP; (v) provide MMCAP Participating Facility purchase data to other GPOs of which the MMCAP Participating Facility is also a Member,provided such data will not include MMCAP-identifiable data; and(vi)use any of the above data for its internal purposes. Any MMCAP identifiable data provided hereunder to a third party must identify the data as MMCAP data and subject to Minn. Stat. Ch. 13. Vendor hereby agrees that in the event that an MMCAP Member or MMCAP Participating Facility requests in writing that its purchase data be kept confidential, such data will not be provided to third party aggregators. Vendor owns all rights, title,and interest to any aggregated data identifiable as not arising from this Contract and any other intellectual property created for or presented to MMCAP. Vendor grants to MMCAP an unlimited, non-revocable, non-transferable, fully paid license, for the term of this Contract, to use all intellectual property created for or presented to MMCAP under this Contract. 22.1. Pre-Existing Intellectual Property Subject to the license rights set forth above, MMCAP and Vendor shall each retain ownership of, and all right and, title and interest in and to, their respective pre-existing intellectual property. Vendor grants to State an unlimited,royalty-free,paid up,perpetual, non-exclusive, irrevocable,non-transferable license to use and modify any pre-existing Vendor intellectual property, including marketing materials and materials contained in solicitation responses provided by Vendor to MMCAP, an MMCAP Member,or MMCAP Participating Facility. The aforementioned license is solely for use by MMCAP, an MMCAP Member, or MMCAP Participating Facility, and its agents related to an internal business purposes. 22.2. Private Label Products Indemnification Vendor will defend, indemnify and hold the Customer Indemnified Parties harmless from any action or other proceeding brought against a Customer Indemnified Party by a third party to the extent that it is based on a claim that the use of the Private Label Products delivered under this Contract infringes any U.S. copyright, patent or trademark. Vendor will pay costs and damages finally awarded against a Customer Indemnified Party as a result thereof; provided, that a Customer Indemnified Party(i) notifies Vendor of the claim within ten (10) business days, (ii) provides Vendor with all reasonably requested cooperation, information and assistance, and (iii) gives Vendor sole authority to defend and settle the claim subject to applicable state law. (i) Exclusions Vendor will have no obligations under this Section 22.2 with respect to claims arising from: (I) modifications to Private Label Products that were not performed by Vendor; (2)misuse of the Private 17 of 72 Page 655 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Label Products; (3)compliance with specifications provided by a Customer Indemnified Party; or(4) the use or integration of Private Label Products delivered under this Customer in combination with other Products or other technologies not provided by Vendor, if the claim would not have arisen but for the particular combination. THE FOREGOING ARE VENDOR'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER INDEMNIFIED PARTIES' SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO OR ARISING OUT OF THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO PRIVATE LABEL PRODUCTS. (ii) Injunctions If a Customer Indemnified Party's use of any Private Label Products delivered tinder this Contract is, or in Vendor's opinion is likely to be, enjoined due to a claim of infringement or misappropriation as specified in Section 23.2 above then Vendor may, at its sole option and expense: (1) obtain for a Customer Indemnified Party the right to continue using such Private Label Products tinder this Contract; (2) replace or modify such Private Label Products to avoid such a claim, provided that the replaced or modified Private Label Products is substantially equivalent in function to the affected Private Label Products; or (3) if options (1) and (2) above are not practical in Vendor's reasonable opinion, then Vendor may take possession of the affected Private Label Products and terminate a Customer Indemnified Party 's rights and Vendor's obligations under this Contract in respect of such Private Label Products,and upon any such termination Vendor will refund to a Customer Indemnified Party the purchase price of the affected Private Label Product net any discounts, rebates or other adj ustments. 23. Statutory Workers' Compensation and Other Insurance Vendor shall comply with all insurance requirements specified in the contract. Vendor shall not commence work under the contract until they have obtained all the insurance specified in the solicitation document. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Further,the Vendor shall be in compliance with Minn. Stat. § 176.181, subd. 2,pertaining to workers' compensation insurance coverage. The Vendor's employees and agents will not be considered State employees. Any claims that may arise tinder the Minnesota Workers' Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way MMCAP's obligation or responsibility. Vendor shall not commence work under the contract until they have obtained all the insurance described below and MMCAP has approved such insurance. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Vendor is required to provide certificates of insurance, and to maintain the following insurance policies: 23.1. Statutory Workers' Compensation Insurance Except as provided below, Vendor must provide Statutory Workers' Compensation insurance for all its employees including Coverage B, Employer's Liability. Insurance limits are as follows: $500,000—Bodily Injury by Disease per employee $500,000--Bodily Injury by Disease aggregate $500,000—Bodily Injury by Accident If Minnesota Statute 176.041 exempts Vendor from Workers' Compensation insurance or if the Vendor has no employees in the State of Minnesota, Vendor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Vendor from the Minnesota Workers' Compensation requirements. 18 of 72 Page 656 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 If during the course of the contract the Vendor becomes eligible for Workers' Compensation, the Vendor must comply with the Workers' Compensation Insurance requirements herein and provide MMCAP with a certificate of insurance. 23.2. Commercial General Liability Insurance Vendor will maintain commercial general liability insurance with coverage for bodily injury, including sickness or disease, death, as well as property damage, which may arise from operations under the Contract. Insurance limits are as follows: $5,000,000—per occurrence $5,000,000—annual aggregate $5,000,000—annual aggregate—Products/Completed Operations The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Contractual Liability 23.3. Business Automobile Liability Insurance Vendor is required to maintain insurance as follows: $2,000,000—each accident Combined Single limit for Bodily Injury and Property Damage. In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile. 23.4. Professional Errors and Omissions Liability Insurance This policy will provide coverage for negligent act, error, or omission related to Vendor's professional Services required under the contract. Vendor is required to carry the following limits: $2,000,000—per claim or event $2,000,000—annual aggregate Any deductible will be the sole responsibility of the Vendor. The retroactive or prior acts date of such coverage shall not be after the Effective Date of this Contract and Vendor shall maintain such insurance for a period of three (3)years, following completion of the work. If such insurance is discontinued, extended reporting period coverage for a period of three(3) years must be obtained by Vendor to fiilfill this requirement. 23.5.Additional Insurance Conditions • Vendor's Commercial General Liability and Business Automobile Liability policy(ies)shall be primary insurance to any other valid and collectible insurance available to MMCAP with respect to any claim arising out of Vendor's performance under this Contract,except to the extent such liability is caused by MMCAP; • Vendor shall endeavor to provide thirty(30)days' advanced written notice to MMCAP in the event of policy cancellation; • Vendor is responsible for payment of Contract related insurance premiums and deductibles; • if Vendor is self-insured, a Certificate of Self-Insurance must be attached; • Vendor's policy(ies)shall include legal defense fees; • Vendor shall obtain insurance policy(ies) from insurance company(ies) having an"AM BEST" rating of A- (minus); Financial Size Category(FSC) VII or better,and authorized to do business in the State of Minnesota(except if self-insured or via captive insurance);and 19 of 72 Page 657 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS18000 • Umbrella or Excess Liability insurance policy may be used to supplement the Vendor's policy limits to satisfy the full policy limits required by the Contract. • Vendor and its affiliates' use of self-insurance and captive insurance, is deemed to satisfy all insurance requirements set forth under this entire Agreement. 23.6. MMCAP reserves the right to terminate the Contract in accordance with Article 4,Section 3.2, if the Vendor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Vendor. 23.7. The Vendor is required to submit Certificates of Insurance acceptable to MMCAP as evidence of insurance coverage requirements prior to commencing work under the contract. 24. Publicity and Endorsement 24.1. Publicity Any publicity by Vendor regarding the content of this Contract must identify MMCAP as the sponsoring agency and must not be released without prior written approval from MMCAP's Authorized Representative. Any publicity by MMCAP regarding the subject matter of this Contract must not be released without the prior written notice of Vendor's Authorized Representative,except that either party may publicize non-trade secret or public information in the normal course of business in order to promote its Services. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research,reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or Services provided resulting from this Contract. 24.2. Endorsement The Vendor must not claim that MMCAP endorses its Products or Services, nor_may MMCAP claim that Vendor endorses its Products or Services. 25. Direct Marketing,Advertising, and Offers vvith Participating Facilities Any direct advertising, marketing, or direct offers the Vendor intends to distribute in any form to MMCAP Participating Facilities for Contract Products must be approved in writing by the MMCAP Office. 26. Governing Law,Jurisdiction and Venue Minnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. Except to the extent that the provisions of this Contract are clearly inconsistent therewith, this Contract will be governed by the Uniform Commercial Code (UCC) as adopted by the State of Minnesota. To the extent this Contract entails delivery or performance of Services, such Services will be deemed"goods"within the meaning of the UCC except when to do so is unreasonable. 27. Data Disclosure Under Minnesota Statute § 270C.65, Subdivision 3 and other applicable law,the Vendor consents to disclosure of its federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State,to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Vendor to file state tax returns,pay delinquent state tax liabilities, if any, or pay other state liabilities. 20 of 72 Page 658 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 28. Payment to Sub-Contractors(If Applicable) As required by Minnesota Statute § 16A.1245, the prime Vendor must pay all subcontractors, less any retainage, within 10 calendar days of the prime Vendor's receipt of payment from the State for undisputed Services provided by the subcontractor(s) and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s)on any undisputed amount not paid on time to the subcontractor(s). 29. Minnesota Statute § 181.59, Discrimination on Account of Race,Creed or Color Prohibited in Contract The Vendor will comply with the provisions of Minnesota Statute § 181.59 which requires: Every contract for or on behalf of the state of Minnesota, or any county,city, town,township,school, school district, or any other district in the state, for materials, supplies,or construction shall contain provisions by which the Vendor agrees: (1)That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no Vendor, material supplier, or Vendor, shall, by reason of race,creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; (2)That no Vendor, material supplier, or Vendor, shall, in any manner, discriminate against,or intimidate, or prevent the employment of any person or persons identified in clause(1) of this section, or on being hired,prevent,or conspire to prevent,the person or persons from the performance of work under any contract on account of race, creed, or color; (3)That a violation of this section is a misdemeanor; and(4)That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment.,and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 30.Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business MMCAP intends to carry out its responsibility for requiring affirmative action by its Vendors. 30.1. Covered Contracts and Vendors If the Contract exceeds$100,000 and the Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business,then the Vendor mast comply with the requirements of Minn. Stat. §363A.36 and Minn. R. Parts 5000.3400-5000.3600. A Vendor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance,must certify that it is in compliance with federal affirmative action requirements. 30.2. Minn. Stat. §363A.36 Minn. Stat. § 363A.36 requires the Vendor to have an affirmative action plan for the employment of minority persons,women,and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. 30.3. Minn. R. 5000.3400-5000.3600 a. General Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-5000.3559. 21 of 72 Page 659 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 b. Disabled Workers The Vendor must comply with the following affirmative action requirements for disabled workers. 1. The Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 2. The Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 3. In the event of the Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 4. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment,notices in a form to be prescribed by the commissioner of the Minnesota Department ofHuman Rights. Such notices must state the Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment,and the rights of applicants and employees. 5. The Vendor must notify each labor union or representative of workers with which it has a collective bargaining Agreement or other contract understanding, that the vendor is bound by the terms of Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. a. Consequences The consequences for the Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this contract by the Commissioner or MMCAP. b. Certification The Vendor hereby certifies that it is in compliance with the.requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 31. Certification of Nondiscrimination (In Accordance with Minn. Stat. § 16C.053) The following term applies to any contract for which the value, including all amendments, is$50,000 or more: Vendor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the Vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities,or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason. 32. Contingency Fees Prohibited Pursuant to Minnesota Statutes Section 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. 33. Force Majeure Neither party hereto will be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, fire, or raw 22 of 72 Page 660 of 1076 DocuSign Envelope ID:50393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 material or transportation shortages that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable. Except for provisions of this Contract relating to protection of Trade Secrets and the obligation of payment, neither party will be liable for norr-performance caused by circumstances beyond their reasonable control, including, but not limited to (i) Acts of God, explosion, flood, lightning, tempest, fire or accident; (ii) war, hostilities (whether war is declared or not), invasion, acts of foreign enemies; (iii) rebellion, revolution, insurrection,military or usurped power or civil war; (iv)riot,civil commotion or disorder;(v)acts,restrictions, regulations, refusals to grant any licenses or permission, prohibitions or measures of any kind on the part of any local,state,national,governmental or supra-governmental authority; (vi)state government shutdown;(vii) import or export regulations or embargos; (viii) defaults of subcontractors where such default is itself caused by force majeure. 34. Severability If any non-material provision of the Contract, including items incorporated by reference, or any application of the terms thereof, shall be found to be illegal, invalid, unenforceable, or void, then both MMCAP and the Vendor will be relieved of all obligations arising under such provisions. The remainder of the Contract, including all provisions and the application of such provisions, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 35. Escalation Procedures If Vendor and an MMCAP Participating Facility(the "Parties")have disputes related to either Parties' performance under this Contract, then the Parties will first utilize the Vendor's Government Sales Escalation Procedure as set forth on Attachment L of this Contract. If the disputes cannot be resolved,the Parties wilt handle resolution of the unresolved disputes using the following procedure set forth below. 35.1. Notification The Parties shall promptly notify each other of any known unresolved dispute and work in good faith to resolve such dispute within ten(10)business days. Absent resolution after ten(10) business days, parties shall proceed to Documentation and Escalation steps described below. 35.2. Documentation The Parties will jointly develop a written summary of the unresolved dispute within fifteen(15)business days that describes the issue(s),relevant impact, and positions of both parties. The summary must be sent by the Vendor to the MMCAP Office, the MMCAP Participating Facility,and the Vendor's MMCAP Primary Account Representative. 35.3. Escalation of Dispute If the Parties are unable to resolve the issue in a timely manner, as specified above, either the MMCAP Participating Facility or Vendor may escalate the resolution of the issue to a higher level of management. Where escalation of the issue proves ineffective, either Party may contact the MMCAP Office and/or the Vendor's MMCAP Representative for further resolution. When escalated to MMCAP, a teleconference will be scheduled with the MMCAP Office and the Vendor's MMCAP Primary Account Representative to review the briefing document and develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all relevant parties to the dispute including;the MMCAP Office, the MMCAP Participating Facility, and Vendor. 35.4. Resolution Plan Upon development of a plan and timeline for resolution, a Party will have a reasonable amount of time to cure the issue, but in no event longer than thirty(30)business days,except by express written agreement of the Parties. 23 of 72 Page 661 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 a. Vendor Failure on Member Contract Attachment 1. Upon identifying non-attachment of MMCAP Members,to the Products and pricing of this Agreement, Vendor has thirty(30)calendar days, following written notice from the MMCAP Office, in order to process credits to the MMCAP Member(s)on Products under the pricing of this Agreement, and to report such activity of sales to the MMCAP Office in the Sales Data Usage and Administrative Fee Data Report. 2. If the Vendor does not comply with the credits and non-reported sales to the MMCAP Office, MMCAP reserves the right to terminate the Agreement,as set forth in Section 3.2, Termination with Cause,of Article 4. b.Vendor Failure on Reporting Requirements 1. Upon the non-receipt of reporting activity from the Vendor,and following written notice from the MMCAP, (i)Vendor has thirty (30)calendar days in order to submit the required reporting activity to the MMCAP Office, (ii)and if applicable, to process any credits to the affected MMCAP Member(s). 2. If the Vendor does not comply with the required reporting activity to the MMCAP Office, MMCAP reserves the right to terminate the Agreement, as set forth in Section 3.2, Termination with Cause, of Article 4. c. Vendor Failure on Pricing Accuracy 1. Upon identifying pricing inaccuracy on the sales of Products under this Agreement, and following written notice from the MMCAP Office, Vendor has thirty (30) business days in order to process credits to the MMCAP Member(s), 2. If the Vendor does not comply with the processing of applicable credits to the MMCAP Member(s), MMCAP reserves the right to terminate the Agreement, as set forth in Section 3.2, Termination with Cause, of Article 4. 35.5.3urisdiction and Venue of Purchase Orders Upon completion of the Dispute Resolution process outlined in this Contract,and solely with the prior written consent of MMCAP and the State of Minnesota Attorney General's Office, the MMCAP Member may bring a claim, action, suit or proceeding against Vendor. The MMCAP Member's request to MMCAP to bring the claim,action,suit, or proceeding must state the initiating party's desired jurisdiction,venue and governing law. Upon completion of the Dispute Resolution process outlined in this Contract,the Vendor may bring a claim, action, suit or proceeding against MMCAP Member, in Vendor's sole discretion. 35.6. Mandatory Resolution Plan without Need for Prior Escalation A mandatory resolution plan and timeline shall be created by the Parties, without the prior need for Escalation of Dispute, when any of the following circumstances occur. If Vendor fails to correct identified defects,within thirty(30)business days (or the reoccurrence of any event under Section 35, Escalation Procedures,within ninety(90)days of initial resolution) as described below,then Vendor and MMCAP shall proceed with the process stated above in Section 35, Escalation Procedures. If defects are not resolved, MMCAP Member has the option to stop use of contract via Vendor and/or may grant MMCAP cause to terminate this Contract under Section 3 of Article 4. 35.6.1.Reports Vendor submits any such required report or data in a manner that materially fails to comply with the applicable provisions set forth in this Contract. 35.6.2. Invoices If an MMCAP Participating Facility places an order for Product and receives a separate invoice for any fee not directly related to the cost of the Product from the Vendor without providing a separate invoice that references the same invoice number or purchase order number that is indicated on the Product invoice or purchase order. 24 of 72 Page 662 of 1076 DocuSign Envelope 1D:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 35.6.3. Unauthorized Fees Vendor charges an MMCAP Participating Facility any fee not authorized by this Contract or any attachment hereto. 35.6.4. Inventory Management MMCAP Contract Products which also include Products resulting from MMCAP's direct contracts with Manufacturers are not loaded, stocked(based upon usage,request, notice of usage or due to barriers created by Vendor to avoid stocking the Product), and viewable by all MMCAP Participating Facilities, as required pursuant to this Contract and within the timelines set forth herein. 35.6.5. Delivery Delays Deliveries made by the Vendor are not in accordance with the time schedules specified in Attachment B or as otherwise agreed upon by the Vendor and MMCAP Participating Facility. 35.6.6. Ordering Information Products and pricing are not loaded correctly into the Vendor's Product ordering system and an MMCAP Participating Facility must order alternatives to the MMCAP Contracted Products due to the Vendor's error. 35.6.7. Business Interruption PIan Vendor experiences a systemic business interruption that materially affects Vendor's ability to perform its obligations under this Contract, excluding those systemic business interruptions caused by an event of force majeure; change in applicable laws,rules or regulations or interpretation or application thereof; changes in Manufacturer policies or procedures; or any other event outside the reasonable control of Vendor. 35.6.8. Required Licenses,Permits,and Registration Vendor fails to maintain all necessary licenses, permits and registrations required by state, local and federal agencies. Vendors must make such documentation available upon request by the MMCAP Office. U 35.7. Performance while Dispute is Pending Notwithstanding the existence of a dispute,the Vendor must continue without delay to carry out all of their responsibilities under the Contract. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work,any additional costs incurred by MMCAP and/or MMCAP Participating Facilities as a result of such failure to proceed shall be borne by the Vendor. 35.8. No Waiver This clause shall in no way limit or waive either party's right to seek available legal or equitable remedies. 36. Required Licenses,Permits and Registration Vendor shall have in place prior to the start of the Contract, and must maintain for the term of the Contract, all applicable current licenses, permits and registrations required by state, local and federal agencies in order to fulfill the obligations under this Contract. Vendors must make such documentation available upon reasonable request by the MMCAP Office. 37.DEA License/HIN The Vendor shall not require an MMCAP Participating Facility to have a DEA number in order to obtain Products unless the MMCAP Participating Facility places orders for controlled substances. MMCAP Participating Facilities will have HIN numbers assigned by the MMCAP Office,or proof of applicable state licensure from MMCAP Participating Facilities. 25 of 72 Page 663 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 1.8000 38. Assignment,Amendments,Waiver,and Entire Contract 38.1. Assignment Neither party may neither assign nor transfer any rights or obligations under this Contract without the prior written consent of the other party and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Contract,or their successors in office. 38.2. Amendments Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract, or their successors in office. 38.3.Waiver If a party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it. 38.4. Entire Contract This Agreement constitutes the entire Contract between MMCAP and the Vendor. This Contract shall exclusively govern the purchases of Products that occur during the Term. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. 39. Survival of Terms The following clauses survive the expiration,termination or cancellation of this Contract: 18. Indemnification; 1.9. Liability Limitations; 20. Audits; 21. Government Data Practices; 22 Intellectual Property and Data; 24 Publicity and Endorsement; 25. Governing Law Jurisdiction,and Venue; 28. Data Disclosure. 40. E-Verify Certification (In Accordance with Minn. Stat. §16C.075) For Services valued in excess of$50,000,Contractor certifies that as of the date of Services performed on behalf of the State,Contractor,all its subsidiaries and its subcontractors,if any, will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at:http://www.mmd.admin.state.mn.us/doe./EverifySubCertForin.doc. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request. Contractor and the State agree that the suppliers and vendors listed on Attachment A are not"subcontractors" for purposes of this Section 40. Contractor is not currently subcontracting the performance of this Contract. If Contractor subcontracts any part of this Contract at a later date, Contractor will comply with.Minnesota Statute Sec. 160.075 in connection with such subcontracts. [REMAINDER OF PAGE LEFT INTENTIONAI.,LY BLANK] 26 of 72 Page 664 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 I, MCKESSON MEDICAL-SURGICAL INC.; 2. STATE OF MINNESOTA FOR MMCAP MCKESSON MEDICAL-SURGICAL In accordance with Minn.Stat.§ 16C.03,subd.3 MINNESOTA SUPPLY INC.; MOORE MEDICAL, LLC By: s The Vendor certifies that the appropriate pc rson(s)have executed this E Agreement on behalf of the Vendor as required by applicable articles, Title: J bylaies,resolutions,or 2�04161�t. ordtrn(a�n,bcelst. �ocuSlgnedby: s Date: �J 16 /,;Ld B��� t B7B33403... Stanton McComb 3. COMMISSIONER OF ADMINISTRATION In accorda ee�rith Minn.Stat_§ 16C.05,subd.2 -Surgical Title: President, McKesson Medical-Sur Inc®, By: f i McKesson Medical-Surgical Minnesota Supply Inc. and Moore Medical,LLC Title: , Date: February 14, 2018 Date: - d3 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 27 of 72 Page 665 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT A: PRODUCTS AND SERVICES PRICING The MMCAP Participating Member will receive the Contract pricing as set forth, in the following tabs: the Brand Label Core Proclucls tab;the Private Label Core Products tab; the Non-Core Products4 tab; the Equipment Schechtle tab, and the Aciclitional Value Offerings tab. The price tale for Allachment A on this Agreement, is located next to the Contract, on the MMCAP website {http://www.mmd.admin.state.mn.us/MMCAP/Contracts/Defaultmpx, and login credentials are required in order to access it. [REMAINDER.OF PAGE LEl'"I` INTENTIONALLY BLANK] 4 The fisted categories in the Nun-Care Prodrtets tab,erre intended to co%,er the Vendor's most current catalog of f'roducts,Witch are not listed in the remaining tabs. 2$ of 72 Page 666 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT B: STATEMENT OF WORK AND VENDOR PERFORMANCE REQUIREMENTS I. OPERATIONAL REQUIREMENTS 1. Vendor Service Area As of the Contract Commencement Date, Vendor will provide all Products and related Services, including those Products and Services of its subsidiaries, covered under this Contract,on a timely basis,to all of the MMCAP Participating Facilities located within the Service Area listed in Attachment D of this Contract. MMCAP reserves the right to add or delete MMCAP Members at any time, during the Contract term. 2. Required Vendor Personnel Vendor must maintain sufficient personnel, including but not limited to, the personnel listed below, who can provide comprehensive and timely customer services and support to the MMCAP Participating Facilities and the MMCAP Office. Vendor's personnel must have professional qualifications, training and experience, to provide support related to the Products and Services covered by this Contract. In addition, Vendor represents and warrants that its personnel have validated competencies in accordance with all applicable law and regulatory agencies,related to Services and Products covered by this Contract. Vendor personnel must include but are not limited to the following: • Primary Account Representative, Account Representative,sales representatives; • customer service representatives; • clinical representatives; • distribution center representatives; • MMCAP Contract representatives for the MMCAP Office; • MMCAP Contract representatives for the MMCAP Members; • MMCAP account representatives; • Product marketing specialists; • Product training and education specialists; • supply chain improvement specialists; • Product ordering system technical support and training specialists; • Contract implementation and transition team; • account payable/receivable specialists, capable of addressing and timely solving invoice/credit rebill inquiries. 3. Customer Service to MMCAP Office. 3.1.The Vendor will provide its customer service function to the MMCAP Office,by assigning a Primary Account Representative to the MMCAP Office. Vendor will provide prompt notice to the MMCAP Office if the Primary Account Representative is reassigned. The Primary Account Representative will be responsible to discuss at a minimum, but not limited,the following topics: • Customer satisfaction; • Vendor performance; • specific account performance; • required reports; • other Contract related issues. a.The Vendor's designated Primary Account Representative for the MMCAP Office will be as follows(or the Vendor's named successors): 29 of 72 Page 667 of 1076 DocuSign Envelope 0:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Na rne' Title OfficeAddr'ess -, Contia ct Information John Campbell Vice President of 9954 Mayland Drive Phone. (800)328-8111 Option I Government Sales Suite 4000 Mobile Phone-. Henrico, VA 23233 Fax: (800)237-9766 Email: John.Campbell(cD.McKesson.com Lori Lumpkin Project Manager 9954 Mayland Drive Phone: Suite 4000 Mobile Phone: (804)475-1564 Henrico, VA 23233 Fax: (800)237-9766 Email: Lori.Lumpkin@McKess on.coi n Kathy Fleischman Field Manager, 9954 Mayland Drive Phone: Government Sales Suite 4000 Mobile Phone: (954)980-3774 Henrico, VA 23233 Fax: (800)237-9766 Email: Kathyfleischman@McKesson.com b. The alternate Account Representatives will be: Name Title Office Address Contact Information Phone: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax: Email: c. Additional functional contacts are: 'Name 'Title Office Address Contact Information, Phone: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax- Email: 30 of 72 Page 668 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 d. In the event the MMCAP Office determines the Primary Account Representative is non-responsive,the MMCAP Office will escalate issues to the following individuals to take appropriate corrective action for problem resolution: Name Tine 'Uffice Adiress ; ' 'Contact lnformatron Plione: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax: Email: Phone: Mobile Phone: Fax: Email: e. The Vendor shall notify the MMCAP Office of changes of Vendor's Authorized Representative and MMCAP Project Manager. Any employee of Vendor,who, in the opinion of the MMCAP Office, the MMCAP Participating Facilities or the MMCAP Participating Member State Contacts is unacceptable, may be removed from the project upon written notice to the Vendor; provided, however, any such removal must be for lawful reasons. In the event that an employee is removed pursuant to a written request from MMCAP's authorized representative, the Vendor may fill the vacancy with an employee, at Vendor's sole discretion. There will be no charge to the MMCAP Office,MMCAP Member States or the MMCAP Participating Facilities, for assigning replacement personnel. Vendor agrees that each such replacement personnel have the necessary orientation, background, knowledge, skills,and abilities, to perform in the position replaced. 3.2. Customer Service Department Vendor must maintain through the term of this Contract, a toll-free customer service call center. If the Responder is servicing the entire national MMCAP Membership then the call center operational hours must cover all the U.S. time zones, including Alaska and Hawaii,during normal business hours. If the Responder is proposing for a specific region then its call center must adequately cover the specific geographical area and time zones contained within the proposed region. The call center representatives must be capable of responding to telephone or electronic message inquiries(e.g. email, or text inquiries, from hand-held messaging devices), from the MMCAP Participating Facilities and the MMCAP Office. The call center representatives must also have the corporate authority, experience and training to respond to any inquiry related to the MMCAP Contract. Vendor shall provide the MMCAP Participating Facilities access to the Vendor's customer service department, which at a minimum, consists of the following: • Customer support center located at: 8121 I0'h Avenue North, Golden Valley,MN 55427; • Customer service hours of operation are 7:00am to 5:00pm CST,excluding the following national holidays: o New Year's Day o Memorial Day 0 4'h of July o Labor Day o Thanksgiving Day 31 of 72 Page 669 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 a Day after Thanksgiving o Christmas Day • Martin Luther King Jr. Day • Access to customer service representatives, with principal responsibilities in the areas of but not limited to: order entry, shipping, delivery, ordering, stocking issues, and other general customer service requests, can be reached toll free at 844-57-MMCAP(66227); by fax at 800-237-9766, or by e-mail at Gover11111eiit.SaleS c MCKessotl.com. • Technical support is available from 7:00am to 7:00pin CST Monday-Friday for McKesson SupplyManagers`t,and from 7:00am to 5:00pm CST Monday-Friday for ORBITS9, and McKesson ScanManagers`'z other than holidays. EDI technical support is available from 8:00am to 5:00pm EST Monday-Friday other than holidays. Technical support can be reached at the contact(s)provided below. See Section x".11, of 11. ContractTransition and 1mlWenrendation, for more details on technical support for Product ordering. ORBITS i2, ScanYlanagers'<and SupplyManaaersM Phone: 800-422-0280 Email: Supp]yManager@McKesson.com(SupplyManager only) and ORB ITSSupport@McKesson.com (ORBITS and ScanManager) EDI Phone: 800-765-6363 (Voicemail only and Vendor will make best efforts to return calls within 30 minutes or less) Email: MMSConnectivitySuppoll@McKesson.com 3.3. MMCAP Participating Facility Customer Account Representatives Vendor will have a designated account representative appointed by the Vendor's Primary Account Manager, who can address Contract related issues, as initiated by MMCAP Participating Facilities located in each MMCAP Member State. Upon request, the representatives will meet with MMCAP Office, MMCAP Member State/City Representatives and the MMCAP Participating Facilities, to discuss at a minimum,but not limited to, the following: • Customer satisfaction; • Vendor performance; • state account performance; • reports(e.g., Contract compliance); • invoices for charge-backs; • other contract related issues. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 32 of 72 Page 670 of 1076 DocuSign Envelope ID:5D393642-6204-44DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 15000 II. CONTRACT TRANSITION,IMPLEMENTATION AND MANAGEMENT 1. MMCAP Contract Transition and Implementation In completing the transition of this Contract, Vendor sial l work with the MMCAP Office, MMCAP Member State Contacts and MMCAP Participating Facilities, to determine the appropriate steps and schedule for the transition. Vendor acknowledges that the transition may be dependent upon the terms of the MMCAP Participating Facilities' existing contracts with Manufacturers and Distributors. Vendor's procedure for implementing and transitioning MMCAP Participating Facilities to this Contract is set forth on Attachment E: f`endor's Contract Iml)1errrerrtati©n and Transition Plan. 1.1. Mutual Exchange of Account Based Infornmation During the term of this Agreement, MMCAP and the Vendor will exchange their respective lists of Members, on a monthly basis, in order to verify MMCAP Participating Facilities. 1.2. MMCAP Member Eligibility Vendor shall inform any prospective neon MMCAP business account,that before it is eligible to purchase Products covered by this Contract, at pricing available only to MMCAP Members,it must complete the MMCAP Membership Application form, and enter into a MMCAP Membership Agreement. Vendor also agrees to refer any prospective new MMCAP business accounts that need further assistance regarding the MMCAP Membership Application process,to the MMCAP Office and to the MMCAP State Contact. 1.3. Vendor Required Documentation Vendors will provide written notification to new and existing MMCAP Participating Facilities and State Contacts, about the Vendor's required documentation and instructions,to enable the MMCAP Participating Facilities to transition to the new MMCAP Contract. Throughout the Contract term, Vendor will promptly notify the MMCAP Participating Facilities and the State Contacts of any missing or incomplete documentation required for account set- up. 1.4. Start-Up Inventory If applicable, historical Product usage data will be provided by the MMCAP Office to the Vendor, at least sixty(60) calendar days prior to the Commencement Date of the Contract. Vendor nmust have all MMCAP Contract Products loaded in its ordering system, and have adequate Core Contract Prodrrct supply available to order before the Commencement Date of the MMCAP Contract. 1.5. Product Samples and/or Demonstration Models Upon request from any MMCAP Participating Facility, before the Commencement Date of the MMCAP Contract, or at any time during the Contract term, the Vendor agrees to provide Product samples and/or demonstration models to any MMCAP Participating Facility at no charge. Upon request from MMCAP Participating Facilities,the Vendor will also provide training on the Products covered by the MMCAP Contract, including the Product features and proper Product use. 1.6. MCAP Office Contacts The primary MMCAP Office Contacts during the Contract implementation and transition period are: • Emilio Graulau,MMCAP Healthcare Products & Services Coordinator Email: Emilio.Graulaugstate.mn.us Phone: 651-201-3113 • Elizabeth Suszynski, MMCAP Healthcare Products R Services Coordinator Email: Eliza:beth.Suszynski@state.mn.us Phone: 651-201-3125 • Jim Losinski, MMCAP Healthcare Products& Services Manager 33 of 72 Page 671 of 1076 DocuSign Envelope ID:5D393642-6204-4DQF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Email: JamesIosinski@state.mn.us Phone: 651-201-2440 • Alan Dahlgren, MMCAP Managing Director Email: Alan.Dahlgren@state mn,us Phone: 651-201-2410 • Sara Turnbow, MMCAP Manager of Contracting and Business Opportunities Email: Sara.Turnbow0,state.mn.us Phone: 651-201-2411 1.7. Business Interruption Plan Vendor must have in place,during the term of this Contract, an emergency preparedness and business continuity plan. During the implementation and transition phase of this Contract, Vendor will work with each requesting MMCAP Participating Facility, to develop a pre-selected list of Products to be shipped in the event of national or regional emergency. Vendor's detailed Business Interruption Plan is set forth on Almehment K. 1.8. Inventory Management Described below are the Product inventory management requirements for MMCAP Contract Products that are set forth on Attachment A. Also, if applicable to this Contract, Products may be added to this Contract,through Contracts between MMCAP and Manufacturers of medical Products,equipment, and select pharmacy Products. In the event such Contracts for specific Products are executed between MMCAP and a Manufacturer, who has a business relationship with the awarded Vendor,the Vendor will agree to distribute the Product under the same terms and conditions as set forth in this Contract. 1.8.1. Inventory Management at an MMCAP Participating Facility Upon request by an MMCAP Participating Facility, Vendor may provide at cost or no cost to the facility, inventory management support that includes but is not limited to: training,software, reporting capability, and handheld devices,to assist the facility in performing its onsite inventory. Upon request by the MMCAP Participating Facility, Vendor must agree to conduct the inventory management support Services onsite. 1.8.2. Vendor Contacts Vendor's designated contact for all usage, inventory, and special order questions for the MMCAP Office is: Name Title Officei Address Contact Informatioin Lori Luumpkin Project Manager 9954 Mayland Drive PI>one: Suite 4000 Mobile Phone: (804)475-1564 Henrico, VA 23233 Fax: Email: Lori.Lum kin McKesson.com Vendor's designated contact for all usage, inventory and special order questions for the MMCAP Participating Facilities is: Name Office,Address ,Contact Inftirination Customer Service Customer Service 8121 101r Avenue North Phone: (800)328-8111, Option I Golden Valley,MN 55427 Mobile Phone: Fax: (800)237-9766 Email: Government,Sales McKesson.com 1.9. MMCAP Contract Products 34 of 72 Page 672 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 1.9.1. Vendor will stock all MMCAP Contract Products, including those of its subsidiaries,and not create any barriers in order to avoid stocking MMCAP Contract Products; however,not all Contract Products may not be stocked by the Vendor and some Contract Products may be drop shipped to MMCAP Participating Facility. 1.9.2. Vendor will stock adequate inventory of Products for initial account set-up, based on sales usage data from the MMCAP Office. Thereafter,Vendor's buying system will acknowledge the created demand, and Purchase inventory to meet said demand. See Section 1.4, Start-Up Inventory. 1.9.3. Vendor will agree to quarterly notification when MMCAP Core Products are discontinued. 1.9.4. Vendor acknowledges and agrees to maintain Product utilization history data of the MMCAP Contract Products for a minimum of sixty(60) calendar days. If any Product has not been ordered after sixty(60) calendar days, Product utilization history data can be adjusted accordingly in the Vendor's Product inventory management system, to reflect the non-usage of the Product. 1.10. MMCAP Contract Product Additions 1.10.1. Except for newly added MMCAP Contract Products, Vendor will make good faith efforts to have the Products loaded, stocked, and viewable in its system,and ready for delivery no later than ten(10)business days from the time Vendor receives notification that the Product has been added to the MMCAP Contract. Vendor does not guarantee delivery; however, delivery for stock items generally occurs within three(3)business days after receipt of order. 1.10.2. Non-Stocked MMCAP Contract Products For MMCAP Contract Products that are not stocked, an MMCAP Participating Facility may request the Vendor add the Product to inventory at the applicable distribution center, by contacting customer service or its account representative. MMCAP Contract Products will be available for delivery, no later than three(3)business days from receipt of a request for Products stocked at the Vendor's distribution center,unless the MMCAP Contract Product is delayed due to Manufacturer unavailability, or force majeure provision, as set forth in Article 4, Section 34 of this Contract. In the event the fulfillment of any of the requests exceeds what is specified in this section,Vendor will provide prior written notice of the delay, the reason for the delay, and the estimated fulfillment date to the requesting MMCAP Participating Facility and the MMCAP Office, 2. MMCAP Contract Management 2.1. MMCAP Contracted Manufacturers If MMCAP contracts directly with a Manufacturer for medical Products, Medical Equipment and Services, and select pharmacy Products, the Distributor, if it has an existing relationship with the awarded Manufacturer, must agree to stock and distribute the MMCAP Contracted Manufacturer's Products,as they become available to MMCAP Participating Facilities at the Contract prices agreed to by the MMCAP Office and the Manufacturer. Vendor will work with MMCAP to determine mutually agreeable pricing after mark-ups, for those contracts MMCAP negotiates directly with Manufacturers. Once marked-up pricing is agreed upon by Vendor and MMCAP, Vendor agrees to implement contract pricing within thirty(30) days of the effective date. If there is no pre-existing relationship,the thirty(30) days to implement contract pricing will be contingent upon establishment of a Distributor Agreement at Vendor's discretion with qualified Manufacturers. 2.2. The MMCAP Office reserves the right to modify the MMCAP Contracted Manufacturers List, as set forth in Attachment F, at any time during the Contract tern. 35 of 72 Page 673 of 1076 DocuSign Envelope ID:5D393642-6204-40OF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.3. New Products Additions If MMCAP contracts directly with a Manufacturer, the MMCAP Contracted Manufacturer's Product will be loaded, stocked,viewable, and ready for delivery in five (5) business days from the Effective Date of the MMCAP Contract with the Manufacturer, unless a longer term is approved in writing by the MMCAP Office. If Vendor does not have a business relationship with the MMCAP Contracted Manufacturer,and establishes that business relationship, then the Product will be loaded, stocked, viewable,and ready for delivery in forty-five(45) business days,unless a longer term is approved in writing by the MMCAP Office. Vendor will have the discretion to establish new relationships with qualified Manufacturers. 2.4.Product Outages 2.4.1. Vendor Created Stock Outages Vendor shall include its Stock Outage and Backorder Policy attached to this Contract as Allachment H. Vendor Stock Outages due to cancellations/backorders that are not created by the Vendor's Contracted Supplier, will be considered a failure to perform by the Vendor, and may be considered grounds for termination of this Contract. In addition to the policy in Allachment H, the Vendor agrees to utilize the following process in the event of a backorder situation due to a Vendor-created stock outage. • Immediate Notification Vendor's online ordering system will provide prompt notice to the MMCAP Participating Facility of any Products covered by this Contract that the Vendor has placed on backorder. Vendor's backorder notification will include: o the Products placed on backorder status; o the expected timeline of the backorder, from the time the Products are added to the backorder status,to time the Products will be removed; o the reason for the Vendor created stock outage that caused the Product backorder, and how the Vendor intends to resolve the backorder situation. 2.5. Options for Obtaining Backordered Products 2.5.1. Manufacturer Direct Shipment If there are Products subject to a backorder, and these Products are deemed critical by the MMCAP Participating Facility, and the Products are available from the Manufacturer,then, if expedited shipping is requested, the Vendor will make best efforts to have the Manufacturer of the Product,ship directly (drop shipped) to the MMCAP Facility via Next Day Delivery. Any Products that are drop shipped to MMCAP Participating Facilities from the Vendor's Contracted Supplier may be charged any additional fees or shipping charges. Upon request Vendor shall provide shipping options and costs to the MMCAP Participating Facility. 2.5.2. Auto-Backorder Vendor will have an auto-backorder function that is part of its existing Product ordering system, which will allow MMCAP Participating Facilities to receive backordered Product due to Vendor created Stock Outages immediately,upon availability of the Product. 2.6. Management of MMCAP Contract Products 2.6.1.Price Loading Requirements a. Vendor will be responsible for processing the MMCAP Contract File Updates,or the files sent to the Vendor by the MMCAP Office, which specify the Products and pricing covered under this Contract. b. Vendor will load the pricing covered under this Contract. c. Vendor will load Non-Core discounts based on Attachment A. d. Price Loading MMCAP Contracts If applicable to this Contract, this may also include the Product pricing that the MMCAP Office has negotiated with MMCAP Contracted Manufacturers. • timeframe, including Effective Date; 36 of 72 Page 674 of 1076 DocuSign Envelope ID;5D393642-6204-4DOF-A22B-1325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 • distribution fees; • loading of Manufacturer pricing; • Contract implementation. e. Vendor will load and make viewable in its ordering system, all data lines from MMCAP's Contract File update notifications, on a date agreed upon between the Vendor and MMCAP. When Manufacturer verification is needed, in order to load an MMCAP Contracted Manufacturer's Product, and the MMCAP Contracted Manufacturer has not responded, or provides data that is inconsistent with the MMCAP Contract File Updates, Vendor will make a good faith effort to notify the MMCAP Office in writing. f. Provided that Vendor has received all requested account set-up information, Vendor will have all MMCAP Contract and individual MMCAP Contracted Manufacturer contracts loaded. This includes all tiered Contracts, if applicable to this Contract. 2.6.2. Product Additions/Deletions Vendor will make reasonable efforts to keep MMCAP informed of any updates or changes to our product lines. 2.6.3.Adequate Supply Vendor agrees to maintain an adequate supply of Products that are added to the MMCAP Contract. 2.6.4. Automatic Product Substitution The intent of this Contract is to provide Products included on Attachment A, to MMCAP Participating Facilities, and not Product substitutes. During the implementation period, the Vendor shall assist MMCAP Participating Facilities with the identification of acceptable Products for Automatic Product Substitution, in the event the Products covered by this Contract are not available at the time of order placement. Vendor will only substitute Products with Member's approval.This Agreement can be verbal, via email, or by Member's selection during online order placement. In the absence of Automatic Product Substitution, if the Vendor cannot fill an order for a Product included in Attachment A,then the Vendor shall notify the MMCAP Participating Facility, and inform the Order Originator as to the reason the requested Product is not available, and the Vendor shall suggest possible suitable Product substitutes from the established Product substitute list. Vendor shall make suggestions of available options. The MMCAP Participating Facility will decide whether to accept a Product substitute, or to cancel the unavailable Product from the order. a. On-Contract Purchasing Reports Vendor agrees to encourage MMCAP Participating Facilities to purchase MMCAP Contract Products, including purchases through open solicitations. 2.6.5. Product Expiration Dating • Vendor does not guarantee shelf life of MMCAP Contract Products or non-contract Products delivered to MMCAP Participating Facilities; however, our policy is that we request a minimum shelf life of at least six(6)months from our Manufacturers and we typically ship Product with a minimum three (3) month dating from our ship date. 2.7. Product Ordering Vendor will implement its ordering system regardless of the technological capacity of the Order Originator. Vendor will provide order training procedures to staff identified by the MMCAP Member at no charge, within a mutually agreeable timeframe to the Vendor and the MMCAP Member, after establishing a new MMCAP business account. In addition, Vendor will provide ongoing technical and training support to the MMCAP Members who use its Product ordering system during the term of the MMCAP Contract. Vendor's online catalog is available to users with an account number and a USER ID and Password. Once MMCAP Participating Facility has an established account with Vendor,this account can be used to access the online catalog. 37 of 72 Page 675 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.7.1. Ordering System a. Vendor will provide to each Order Originator, a Product ordering method that allows the facility to quickly and accurately order MMCAP Contract Products, and non-contract Products, within the technological capabilities of the MMCAP Member. At a minimum, Vendor's Product ordering system(s) must provide the following functionalities: • Clearly identify all MMCAP Contract Products, and whether these Products are in stock; • build and place electronic orders; • review pending orders for correctness and Contract compliance; • provide online allocation of ordered amounts; • receive order confirmation reports. b. Vendor will offer its Product ordering system(s)to MMCAP Members. Vendor will support the following ordering methods: Internet,EDI, punch-out, direct call to customer service, handheld device ordering, and fax orders. 2.7.2.Training Training for the Vendor's ordering system may be provided on-site at the MMCAP Member's facility, through webinars or other online training systems that must be approved of in writing by the facility. a. Training will include but is not limited to the following: • Proper use of Product order entry devices including computer and hand held units; • how to access and interpret Vendor's inventory status; • order placement process(Product inquiry,placement,order edit, print back confirmation, etc.); • any required Product ordering system maintenance; • performing file maintenance; • requesting or printing bar code labels; • download/ruit/print/export contractually required reports; • operation of inventory management program; • identifying MMCAP Contract Products(e.g., Contract ranking); • any other commercially available training in use of the Medical Equipment or ancillary items; • contact information in case of questions regarding ordering; • training guides or manuals and system operating manuals,accessible on line(including all updates), for all Medical Equipment and software furnished by the Vendor to each individual ordering facility; • assigning of account login IDs and passwords; • processing item returns; • technical support to interface hand held devices with each facility's PC/network infrastructure. b. Vendor will provide each ordering facility with an online Product ordering instruction manual, outlining all online ordering functions. Vendor will work with the MMCAP Office,to develop other training processes as necessary. 2.8. Ordering System(s) Sack-up Service,Maintenance and Repair If Vendor's ordering system is internet based, Vendor agrees that routine site maintenance will only occur on weekends, and MMCAP Participating Facilities and State Contacts will be notified in advance of the scheduled maintenance. Vendor reserves a maintenance window nightly from 1 1:00pm EST to 3:00am EST and every Saturday from 8:00pm EST to 8:00am EST the following day for performing maintenance on Customer's environment that impacts availability and any time outside such maintenance window is subject to prior written approval by MMCAP Participating Facility. Any downtime required to restore the Services, whether or not approved by MMCAP Participating Facility, will not count as excused downtime. During the routine maintenance, phone,email and facsimile orders will serve as back-ups for Vendor's Product ordering systems. If maintenance is required for Vendor's Product ordering system devices(e.g. handheld or computer), then Vendor will replace or repair the devices accordingly. 38 of 72 Page 676 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.9. Order Placement Vendor's Product ordering system will display at least, but is not limited to the following information: • MMCAP Member name; • Vendor assigned account number; • Product name; • Vendor's Product number; • generic name or Private Label name; • Product description; • packaging; • Manufacturer name; • unit dose indicator(if applicable to the Products ordered under this Contract); • form of Product(if applicable; e.g.,tablet, capsule, etc.); • Product Substitute; • Contract price(specific to the pricing and Contract eligibility of each MMCAP Member); • Product denoted as available as a drop shipment; • Product inventory status (e.g., stocked, unavailable due to MBO,Vendor out of stock, or allocation situations); • real-time Product inventory quantity available(Product in stock minus those allocated to orders); • Product substitute search option; • Product inquiry search option; • automatic substitution information option; • auto-backordering function; • photographic picture of the Product(s) being ordered. 2.9.1. Default Set-Up All new MMCAP ordering facilities will be onboarded through Vendor's standard procedures. Vendor will verify the MMCAP ID for each ordering facility and attach the MMCAP Contract pricing to the established, on- boarded account. 2.10. Confirmation Print backlOrder Confirmation The Vendor's Product ordering system will allow for the input of an individual purchase order number,assigned by the MMCAP Member for each order submitted. Vendor will provide a purchase order confirmation report to the Order Originator the same day the order is placed. The order status report will reference the purchase order number of the original order, and include any related Product order information, including but not limited to, the turn-around time from the placement of the MMCAP Member's order, to the expected delivery of the Product. 2.11. Technical Support for Product Ordering Vendor's technical support is available from 7:00am to 7:00pm CST Monday-Friday for McKesson SupplyManagers�4 and from 7:00am to 5:00pm CST Monday-Friday for ORBITS®and McKesson ScanManagers'' other than holidays. EDI technical support is available from 8:00am to 5:00pm EST Monday-Friday other than holidays. Vendor will make best efforts to respond to after-hours support requests the following business day. 39 of 72 Page 677 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.12. Emergency Order Placement and Delivery Vendor agrees to offer an emergency Product ordering system during the term of this Contract. An emergency Product order is defined as one necessary for immediate and specific patient care,which falls outside the normal order and delivery parameters. Vendor will work with MMCAP Members to accommodate emergency order processing requests whenever possible. Order size and time of day the request is received are factors used in determining if the request calf be shipped after the standard cut-off time. Expedited delivery is possible; however, additional freight charges will be incurred. The actual price of expedited service is based on a number of factors such as number of boxes, weight and ship-to location. Emergency orders can be placed via phone, our web-based ordering system, e-mail or fax. It is recommended that the MMCAP Participating Facility reach out to their assigned Sales Representative to assist with an emergency situation when necessary. 2.12.1. Emergency Order Placement During normal working hours, emergency orders should be directed to the customer service team assigned to service the MMCAP Member. After normal business hours, Vendor will provide each MMCAP Participating Facility access to Vendor's online ordering system which is capable of accepting emergency orders. Vendor's emergency ordering system must be available twenty-four(24)hours a day, seven(7)days a week. 2.12.2. Emergency Order Delivery The emergency order must be processed the same day it is received and shipped by the most expeditious means possible, unless other shipping means are identified by the Order Originator. Vendor's ability to process the order the same day it is received is dependent on the order size and time of day the request is received. 2.13. Product Delivery Vendor must distribute and deliver the Products covered under this Contract to the nationwide MMCAP Participating Facilities, including the states of Alaska and Hawaii. The Vendor must deliver to sites identified by the Order Originator, and if necessary, add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract, including home delivery, as authorized by the MMCAP Participating Facility. The Vendor will at no time, refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Participating Member and the MMCAP Office. Vendor must agree to deliver the Products that accommodate the business model, or the specific delivery needs of the MMCAP Participating Facilities. 2.13.1. Routine Delivery Requirements a. No Additional Fees Vendor will not charge any additional fees for routine Service to MMCAP Participating Facilities. b. Shipping Terms All routine scheduled order shipments will be F.O.B. Destination, Freight Prepaid and Allowed. c. No Fuel Surcharges Vendor agrees that it will not charge a fuel surcharge for the term of this Contract. d. Delivery Schedule Upon request from MMCAP Participating Facility, Vendor will work with MMCAP Participating Facility to establish a routine delivery schedule. Vendor does not guarantee delivery; however, delivery for stock items generally occurs within three (3)business days, from the date the Product is ordered, to have the Product stocked and delivered at no extra cost to the Order Originator,barring any Manufacturer production issues. It is understood that deliveries to Alaska or Hawaii may take longer. All expedited deliveries will be made next day, or on the Next Scheduled Delivery Day(excluding Alaska and Hawaii), unless communicated otherwise. MMCAP Participating Facilities will provide the Vendor with a Holiday Schedule throughout the term of this Contract, and Vendor will provide the MMCAP Participating Facilities a Holiday Delivery Schedule,which accommodates the delivery needs of the MMCAP Participating Facilities. 40 of 72 Page 678 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 e. Delivery Time Vendor's daily order cut off time will be 1:00pm local time, with the delivery window by 5:00pm on the scheduled delivery day, depending on location and distance from servicing distribution center. Orders received Monday through Thursday will be delivered in an average turnaround time from the placement of an MMCAP Member's order, to the expected delivery date of the Product of less than three(3)business days. Vendor does not guarantee delivery; however, delivery of stock items generally occurs within 3 business days after receipt of order. Orders received Friday will be delivered the next business day. Vendor's distribution centers will make a good faith effort to deliver before noon local time. f. Hazardous Materials Vendor will only ship hazardous materials as allowed by the appropriate government regulations. g. Damaged Products All damaged Products must be reported to Vendor's customer service department, as set forth in Section 2.20, Products Returned to the Vendor,and applicable credits will be issued within ten(10) business days from date of notification of the damaged item. h. Lost Products All lost Products must be reported to Vendor's customer service department, as set forth in Section 2.20, Products Returned to the vendor. Upon reconciliation, Vendor will issue credit within ten(10)business days of notification of lost Product, or sooner, once documentation from carrier is received. Re-shipment of missing Product will occur immediately after notification. i. Large Size Orders Vendor must have the ability to ship palletized deliveries via freight companies, and must be able to use large companies for dock deliveries instead of small couriers. Orders should be shipped as ordered (by case or by pallet)by the MMCAP Member, so they can be properly unloaded and stored. Vendor will ship palletized and case quantity orders on a weekly, or bi-monthly basis, for all distribution centers,or as mutually agreed upon between the Vendor and the ordering MMCAP Member. j. No Minimum Order Requirements During the term of this Contract,there shall be no minimum order requirements or extra charges assessed to orders, regardless of order size or payment amount. 2.14. Drop Shipments a.All fees associated with Drop Shipments are listed in Attachment G: Vendor's Shipping Policy. b.The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped Products. c. Unless approved by the MMCAP Member, Drop Shipments directly from Manufacturer(not shipped by Vendor) for recurring orders are prohibited. d. Products requiring Drop Shipment must be easily identified in Vendor's Product ordering system. Vendor's Drop Shipment Products are denoted in its Product ordering system. e. Timelines for the delivery of Drop Shipment Products will be made per the request of the MMCAP Participating Facility(e.g., expedited shipment, standard delivery, etc.). Vendor will place Drop Shipment requests with Manufacturers within three(3) business days of receiving the request from the MMCAP Member. L In the event that Vendor is unable to fill a MMCAP Member's order for an MMCAP Contract Product, Vendor will have the Product drop shipped directly from the Manufacturer. The MMCAP Member will not be assessed a fee for this shipment. 2.1.5. Delivery for Special Products a. If applicable to the Products offered under this Contract, Vendor will maintain appropriate temperatures and environmental conditions in accordance with Manufacturer requirements for delivery of Special Products to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers or disposable coolers with appropriate packaging to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. 41 of 72 Page 679 of 1076 DocuSign Envelope!D:5D393642-6204-40OF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 b. All Special Products will be adequately packaged by Vendor. If an MMCAP Participating Facility refuses Special Product that has been inadequately packaged, the MMCAP Participating Facility must notify Vendor's customer service department to log the complaint. Any costs associated with the return of Special Product due to improper packaging or transport, will be at the expense of the Vendor. e. In the event a Manufacturer charges Vendor for shipping, due to an expedited request by an MMCAP Member, Vendor will provide advance written notice to the MMCAP Member, and invoice the facility by line item, for the shipping charges. 2.16. Invoicing 2.16.1. Order Invoice a. Vendor will submit an invoice with each order. Invoices must be only for the amount of Product delivered,not the amount ordered. Quantity ordered and quantity shipped must be based on the packaging associated with the Vendor's Product ID number. b. No additional fees or special handling charges will be assessed for MMCAP Contract Products. c. All additional fees (e.g.,expedited shipping charges)previously agreed upon between the Vendor and MMCAP, will be in line item detail, separated from the Product's cost,and will be tied back to an original invoice number. d. At a minimum, the Vendor's invoice will contain the following fields: • MMCAP Member and name; • Vendor-assigned account number for the MMCAP Member; • invoice line number; • MMCAP Member's purchase order number(MMCAP Member must provide a purchase order number at the time of order for this to appear on Vendor's invoice); • invoice date; • Vendor's SKU item number; • Product name/description; + packaging as associated with NDC number(if applicable to this Contract); • unit price; + quantity ordered; • quantity shipped; • extension(unit price multiplied by the quantity shipped); + total invoice price; • bill to address; • ship to address; • applicable omit codes(e.g.,Manufacturer backorder, Wholesaler temporarily out, Manufacturer discontinued,etc.). 2.16.2. Invoice Rounding Vendor agrees to round down if the third digit after the decimal is 4 or less. Vendor agrees that any rounding will occur at the MMCAP Member invoice unit price. 2.16.3. Invoice Disputes In the event that applicable state law mandates set-off by an MMCAP Member or MMCAP Participating Facility, such set-off rights shall be exercised only to the extent expressly set forth in the applicable statute. Unless expressly mandated by applicable state law, the MMCAP Member will notify Vendor of any known dispute with an invoice within fifteen(15) calendar days from receipt of the invoice. If all,or a portion of the disputed invoice is found to be in error,Vendor shall issue a credit and/or adjust the original invoice to the MMCAP Member appropriately, and provide a corrected invoice. 42 of 72 Page 680 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Where the above is prohibited by an MMCAP Member State's applicable law(s),the Vendor shall comply with requirements of that state's law(s)related to disputed invoices. Vendor will make a good faith effort to resolve known disputes related to Contract pricing within thirty (30)calendar days of notice of the dispute. This clause will in no way be deemed a Iimitation on the Parties, as it relates to the future auditing and/or correction of invoices. 2.17. Payment Each MMCAP Member will be responsible for payment of goods and Services, provided by Vendor. MMCAP will have no liability for an unpaid invoice of any MMCAP Member. Vendor agrees to invoice the MMCAP Member for all Products shipped. Vendor agrees to accept purchase orders. Vendor will accept payment in the form of check or Automated Clearing House/Electronic Funds Transfer(ACH/EFT). Vendor will accept, for payment of purchase orders, Electronic Funds Transfer(EFT) and credit cards authorized by the ordering MMCAP Member. Initial selection of, and changes to a MMCAP Participating Member's choice of payment terms, are subject to Vendor's reasonable credit requirements. If not otherwise provided, payments are due within ten (10) days from Vendor's invoice date. 2.18. Credits and Rebills a. Vendor will process credits and rebills as notifications are received from an MMCAP Member. In the case of an invoice dispute, Vendor will promptly issue credits/rebills, after the Dispute Resolution process set forth in this Contract. b.Vendor will notify MMCAP Member of credit balances. An account statement listing open invoices/credit memos will be sent weekly, semimonthly, or monthly,depending on the account's payment terms. e. Vendor credits are valid until they are refunded or the account has used payment. d. In the event of a facility closure, or other extreme event where the MMCAP Member will not be making another purchase through Vendor,the MMCAP Member may cash out its credit(s). e. If directed by an MMCAP Member, a credit can be transferred from one account to another account. f.Vendor will clearly identify credits as a credit. g.The Vendor will take all commercially reasonable steps to ensure that credits that become available close to the end of the MMCAP Member's Fiscal Year, are activated for use by the MMCAP Member no later than five (5)business days before the end of the fiscal year. h. Vendor's credit memo will contain, but is not limited to the following information: • original purchase order; • original Vendor invoice number; • itemized listing of the Product(s)affected; • any rebill associated with the credit; • Net credit amount available to the MMCAP Member. i.Vendor will clearly identify rebills as a rebill. j. Vendor's rebill memo will contain but is not limited to the following information: • original order date; • itemized listing of the Product(s)affected; • effective date of the Product price change. 43 of 72 Page 681 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.19. Price Audits and Corrections a. In the event of a Product pricing error(e.g., late pricing load, etc.)that is solely attributable to the Vendor, Vendor agrees to process creditlrebills for ninety(90)calendar days. b. When an MMCAP Member or the MMCAP Office discovers an error in pricing for an MMCAP Contract Product that favors an MMCAP Participating Facility, the MMCAP Participating Facility or the MMCAP Office will notify Vendor. Upon mutual agreement by the MMCAP Office and Vendor of the error in pricing, Vendor Will issue credits/rebills to MMCAP Participating Facilities for the time period from the date the error began to the date it is corrected Subject to timeframe described in this Section. MMCAP and its Members reserve the right to authorize delegate(s), to audit this Contract and its transactions. 2.20.Products Returned to the Vendor Vendor will maintain a returned goods policy set forth on Attachtnent L• Vendor's Product Return Policy, for accepting returns from the MMCAP Participating Facilities, in accordance with applicable laws, regulations, and normal business practices. 2.21.Product Recalls Vendor's Recall Procedures/Policies are set forth in Attachment J.- Vendor's Product Recall Procedures/Policies. If any Product covered by this Contract requires modification, is removed, or recalled by the Vendor, then Vendor shall promptly notify MMCAP and the affected MMCAP Participating Facilities as follows: a.Recall Notification Vendor agrees to notify MMCAP and the MMCAP Participating Facilities within three(3) business days, after becoming aware of any Products covered by this Contract and distributed to MMCAP Participating Facilities that require modification,removal or recall as stated above. b. Vendor agrees to comply with any process mandated by the FDA, or any other regulatory body if applicable, and will address the recall with each MMCAP Participating Facility. Based upon procedures indicated by awarded Vendor,the MMCAP Participating Facility shall return to Vendor any Products or Product components subject to recall. MMCAP Participating Facilities do not incur costs for Product returns related to recalls. If applicable to the recall notice, Vendor will issue credit for recalled Product. 2.22. Shareback Credits Vendor will manage, at no additional cost to the MMCAP Office,the MMCAP Member States or the MMCAP Participating Facilities,the MMCAP annual disbursement of shareback credits,according to the schedule below: a. The MMCAP Office will provide Vendor with(i) an accurate list of MMCAP Members receiving a credit,(ii) the MMCAP ID numbers, facility names, facility addresses, facility cities, facility states, and the credit amount for each facility, and(iii)a check for the total amount of all credits to be provided. b. Vendor must apply the credit to all listed MMCAP Members within fifteen(15) business days of the receipt of the finds. c. Within thirty(30) business days of the receipt of the funds, Vendor must provide to the MMCAP Office, an Excel Spreadsheet detailing the credit memo information. This Excel listing must include the following fields: distribution center, account number, MMCAP Member ID, facility name, facility address, facility city, facility state, DEA(if applicable), HIN(if applicable), date of credit memo, credit memo number,and credit memo amount. d. Within sixty(60) business days of the receipt of the finds, Vendor will refund to the MMCAP Office, any remaining dollars for which it was unable to issue credit; this may be for any MMCAP Member that were determined to no longer be valid Members, or that were not able to be located for any variety of reasons. Vendor will work with the MMCAP Office, in order to identify all MMCAP Members to the best of its ability, in an effort to issue all necessary credits, before refunding dollars back to the MMCAP Office. 44 of 72 Page 682 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 15000 • Upon initiating the refund to the MMCAP Office, Vendor will provide a copy of the original Shareback Credit spreadsheet, detailing the credit information (received from the MMCAP Office), the reason for non-application of fiends, and the dollar amount of the funds being returned to the MMCAP Office. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 45 of 72 Page 683 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 III. KEY CONTRACT PERFORMANCE METRICS I. Vendor Performance Requirements Vendor will be required to meet the performance requirements specified in this Contract. Vendor's performance will be recorded in the Vendor Contract Performance Report,and reviewed at the quarterly business reviews with the MMCAP Office. If Vendor's performance is unsatisfactory, as measured against the performance requirements described in this Contract, then the Vendor will be put on a corrective action plan. The corrective action plan will detail the MMCAP Office's expectations, and timeline for bringing the Vendor up to a satisfactory level of performance specified in this Contract. Vendor's failure to perform at a satisfactory level, may result in the termination of this Contract, as described in Article 4, Section 3, Contract Termination. 1.1. MMCAP Business Reviews The Vendor's Primary Account Representative for the MMCAP account must attend and participate in business reviews, semi-annually or unless otherwise mutually agreed upon during the term of this Contract. Upon request, or if deemed necessary, any MMCAP Participating Facility may also attend. Business reviews will include, but not be limited to the structure and topics in Section 1.2 below. 1.2. Meeting Structure and Topics a. The business review meeting agenda must be finalized a week in advance, with significant MMCAP input. b. All data, backup reports,and slides pertaining to the meeting, should be sent to the MMCAP Office at least three(3) business days in in advance, or, as agreed upon between MMCAP and the Vendor. c. The quarterly business reviews will, at a minimum, address the following: • Contract attachment; • pricing accuracy; • Contract activity reporting; • industry news/updated; • Product information and updates (recalls, innovations,new Products etc.); • success stories and ongoing new business opportunities; • EDI setup and audits; • customer satisfaction; • Vendor's response to price inquiries; • Vendor performance issues; • Member issues; • conversion activities; • Contract implementation/transition issue; • briefing on Vendor's efforts to refer the MMCAP Members to Products that represent the"Best Value". 2. Products and Pricing Accessibility 2.1. Contract Attachment Vendor agrees to connect and to provide access of Contract Products and pricing to MMCAP Members, according to their membership status, and as listed on the Membership Roster of the MMCAP website. Under no circumstance, Vendor will deny access to Contract Products and pricing to a Member, as long as the Member is in good standing and current on payments to the Vendor, as stated in Section 2.17, Payment, of IL Contract Transition, Implementation and Management, of this Agreement. Vendor agrees to encourage the MMCAP Member, procuring Products and pricing under this Agreement, and to extend pricing and applicable discounts, under the conditions of this Contract. 46 of 72 Page 684 of 1076 DocuSign Envelope JD:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 2.2. Pricing Accuracy Vendor agrees to extend accurate Contract pricing and all applicable discounts to all Members,as set forth in Attachment A of this Agreement. If due to error, the price that was extended to a Member did not meet the Contract pricing,Vendor must provide a reimbursement or credit to the affected Member,as set forth in Section 2.1 S, Credits and Rebuts, of 11. Contrael Ti-ansition and lmlVemerntation. 2.3. Accessibility to Vendor's Order Entry System Vendor agrees to facilitate, and to encourage the use of MMCAP Contract Products,by identifying those Products directly in its order entry system. In the case where an MMCAP Member is denied MMCAP Contract pricing,the Vendor agrees to send notification to the MMCAP Member, as well as to the MMCAP Office via e-mail at: rnmeap.contracts@state.mn.us. 3. Vendor's Response to Price Inquiries 3.1. Price Inquiries from Members Vendor is required to respond to Product and pricing inquiries from MMCAP Members, within five(5) business days after receipt of the request,or at a mutually agreed upon date with the MMCAP Member and/or MMCAP Office,for a specific quote request. Vendor will make best efforts to respond to Product and pricing inquiries from MMCAP Members, within five (5) business days after receipt of the request, or at a mutually agreed upon date with the MMCAP Member and/or MMCAP Office, for a specific quote request. In order to meet these guidelines, MMCAP Members must provide at a minimum,Manufacturer number, Manufacturer name,description and unit of measure, In order to expedite the process,the MMCAP Member is responsible for providing Vendor with its MMCAP Member IO and bill to address. Once Vendor identifies the customer as an MMCAP Member, Vendor is responsible, to ensure that the generated pride Quotes satisfy the pricing, as set forth in AttaehmentA of this Agreement. Orders placed as Product of generated quotes, will remain consistent with the pricing found in this Agreement. Failure of Vendor, to provide a timely response to customer inquiries on Product information and pricing, will be documented in the Vendor Contract Performance Report,and the Vendor might be subject to penalties, including termination. 3.2. Price Inquiries from Potential Members In instances in which MMCAP requests pricing from a Vendor,on behalf of customers who are considering Membership with MMCAP, Vendor may provide pricing for the Products, consistent with the pricing of this Agreement, and within the due date requested by the customer, unless such due date is changed under mutual agreement between the inquiring customer, the MMCAP Office, and the Vendor. Vendor understands that if it does not provide pricing to the customer, this might limit fixture sales activity with said customer,once it becomes a Member. 4. Reporting Requirements Vendor must provide all of the following reports to the recipients as directed below. All reports must be available in an electronic Microsoft Excel file format, and contain the required information fields. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract, to ensure the Vendor's required reports meet the reporting requirements of this Contract. If customized reports are requested by MMCAP Members,these will be furnished, as mutually agreeable between the MMCAP Member, the MMCAP Office,and the Vendor, 4.1. Reporting Tools a. Vendor must provide online electronic access to all MMCAP Participating Facilities. Upon request,Vendor will provide access to related Member to obtain purchasing data, Vendor will provide MMCAP Office online access to MMCAP Products and Pricing. Electronic access will provide a system for reporting each individual MMCAP Member's purchases, as well as reports on select groups of facilities. Users must be able to manipulate the data, in order to build reports based on each MMCAP Participating Facility's or MMCAP Member State's individual need, and/or ability to transfer data into spreadsheets in a Microsoft Office compatible format. b.At a minirmun, Vendor will provide the following on-line reporting tools: 47 of 72 Page 685 of 1076 DocuSign Envelope 1D:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 • Purchase Summary Report-ranks items by sales value, over a designated period of time, • MamlfaCturer backorder reporting, c. Vendor will set up a user login on Vendor's online reporting system for each MMCAP Member State and the MMCAP Office, with all MMCAP Member accounts for reporting purposes at no cost. Vendor will provide the technology to allow one user to run reports for several MMCAP Member accounts, for reporting purposes, at no cost. 4.2. Monthly Sales Data Usage and Administrative Fee Data Reports All reports indicated in this section, must be available in both paper copy and in an electronic Microsoft Excel file format, and contain the required information fields set forth below. Vendor will wort:with the MMCAP Office during the transition and implementation period of this Contract, to ensure the Vendor submits the required reports in a format and content, mutually agreeable to both patties. If requested by an MMCAP Participating Facility,Member State or the MMCAP Office, the requested report must be customized to report data specific to the requesting entity. a. Monthly Sales Data Usage Reports for the MMCAP Office Vendor will supply to the MMCAP Office, accurate monthly sales data no later than ten(10)business days, of the subsequent calendar month. The report must include Product and Services, and dollar spend amount sorted in descending order, and grouped by Product and Services category. Also, the report MUST include tire information set forth below, for every transaction between the Vendor and the MMCAP Member: • Table l details the required fields for the sales data report; • Table 2 details the required record layout,in a fixed record format. Vendor will pay an Administrative Fee on Products and only those Services that incur fees. b. Administrative Fee Data Report The Vendor must submit a monthly Acllninish-ative Fee Data Report with each Administrative Fee payment, which includes sales made direct from Vendor,to the MMCAP Member. The monthly Aclminist-alive Fee attr Repflrt must contain the fields set forth below, as those fields apply to this Contract. A detailed data file in Microsoft Excel format will be provided upon request. All required Administrative Fee Data Reports must be sent to MN.MMCAP@state.mn.us, on or before ten (10) business days of the subsequent calendar month. Failure to comply with this provision, may constitute breach of this Contract. In the event the Vendor is delinquent in any undisputed Administrative Pees, MMCAP reserves the right to terminate this Contract, as set forth in Article 4, Section 3, and to reject any proposal submitted by the Vendor in any subsequent solicitations for medical Products, Services and Medical Equipment, and select pharmacy Products. Vendor will pay an Administrative Fee on Products and only those Services that incur fees. Table I Required Data Fields for the Sales Data Report MMCAP-assigned facility ID MMCAP Facility Name Vendor Distribution Center Code Vendor-assigned Account number for the MMCAP Facility, Customer Invoice Number Custonier Invoice Line Number Customer Purchase Order Number Invoice date(mmddyyyy) Buyer name or equivalent of buyer ID for person submitting the invoices (May be left blank Vendor's(Distributor)SKU item number 48 of 72 Page 686 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A228-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 NDC of purchased Product in 5-4-2 format as stored in First DataBank, Inc. (may be left blank if not pharmaceutical) Label Name(Product description) Unit Dose(may be left blank if not pharmaceutical) Pack Size(may be left blank if notpharmaceutical) Unit(selling unit of measure) Case Size(case packaging size) Dose(may be left blank if notpharmaceutical) Strength(may be left blank if not harmaceutical) Route(may be left blank if not harmaceutical) Unit price(99999.9999)(Selling unit rice) Quantity ordered not Vendor repackaged or re-bundled quantity)(999999.9999) Quantity shipped(not Vendor repackaged or re-bundled qUantit (999999.9999) Extension(unit price multiplied by the quantity shipped)EXTENDED PRICE (99999999.999) Type of transaction(NE"CAP Contract purchase,other Contract purchase(340B,PHS),not on Contractpurchase) 1=Contract item,2=other contract,3=not on Contract Bill to Address 1 Bill to City Bill to State(2 alplia postal code) Bill to Zi (standard 5-4 format,no dash necessary) Ship to Address 1 Ship to Cit Ship to State(2 alpha Rostal code) Ship to zip(standard 5-4 format,no dash necessary) Service Fee 9999.9999)(if providing negotiated service fee discounts) MMCAP Contract Number(MMSxxxxx) Admin Fee(9999.9999) Credit Indicator(C for credit) MMCAP Assigned Wholesaler Code(AmeriSource-Bergen=0401,Cardinal Health=0301, Morris-Dickson-0701,Bergen-0201, (New codes will be assigned to PPV's during implementation period of the Contract) Manufacturer Name MFG Name Class of Trade(if offering volume or tiered discounts) 340B Purchase(1=True,0—False) Manufacturer Part Number Product Categor Manufacturer Part Number Product Category 49 of 72 Page 687 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract.MMCAP MMS 18000 Ta ble 2 Excel Column Required Data Field Full Name for Sales Data Report A NIiMCAP-assigned facility ID B MXICAII Facility Name C Vendor Distribution Center Code D Vendor-assigned Account number for the hINICAP facility(this should be the ship-to account number). E Invoice Number I" Invoice bine Number -- G Purchase Order Number Ii Invoice date(mniddy "y) I Buyer name or equivalent of buyer ID for person SLIbIllitting the invoices if available) J Vendor's distributor SKU item number K NDC or purchased Product in 5-4-2 format as stored in First DataBank,Inc.(Required for pharmaceutical Products) L Label Name/Product Description NI Unit Dose(Required for pharmaceutical Products N Pack Size G Unit P Case Size Q Dose(Required for pharmaceutical Products R Strength(Required for pharmaceutical Products S Route(Required for pharmaceutical Products} T Unit price 99999.999.9 U Quantity ordered not Vendor repackaged or re-bundled uantity)(999999.9999) V Quantic,shipped(not Vendor repackaged or re-bundled quantity)(999999.9999 W Extension(unit .rice multiplied by the quantity shipped)EXTENDED PRICE(99999999.999) X Type of transaction(MMCAP contract purchase,other contract purchase(340B,PIIS),not on contract purchase)I=core item,2=non-core,3=not on contract Y Bill to Address 1 Z Bill to Cit AA Bill to State(2 alpha postal code) AB Bill to Zip(standard 5-4 format,no dash necessa y) AC Ship to Address I AD Ship to City AE Ship to State(2 alpha postal cock AF Ship to Zip(standard 5-4 format,no dash necessary) AG service I'ec(9999.9999) All MMCAP Contract Number(MMSxxxxx) AI Admin fee(9999.9999) AI Credit Indicator(C for credit) AK MMCAP Assi ned Wholesaler Code(Codes will be assigned to PPV s riuriug inspletueutatiou period qf the contract) AL Manufacture Name(MFG Name) AM Glass of Trade AN 340b Purchase At] Category All Manufacturer Part Number AQ hist Price AR tfNSPSC Code(XXXXXXXX) AS UNSPSC Description 4.3. Sales Data Usage Report for the MMCAP Participating Facilities and MMCAP Member State Contacts Upon request fi•otn an MMCAP Participating Facility or MMCAP Member State Contacts,Vendor-will provide a Sales Data Usage Report within ten(10)business days from the date of the request. The report data will provide a summary of a particular MMCAP Meniber's total usage by Product and dollar spend amount, sorted in descending order, and grouped by Product category for a specified date range. Upon request by the MMCAP Participating Facility and/or MMCAP Member State Contacts, the following reports must be made available through Vendor's 50 of 72 Page 688 of 1076 DocuSign Envelope ID:5D393642-8204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MM'S 18000 custom reporting tools. Vendor must be able to supply to the MMCAP Participating Facilities, accurate reports with the following information: a. Monthly,quarterly,and annual reports, detailing total purchases (payment amount and units)by individual Product, (clearly identified via SKU, UNSPSC Code, Venclor, and label name)sorted in both label name and descending dollar order. Units must correspond to the packaging. b. List of discontinued Products and new Products. c.Any other reports required by lase. 4.4. Vendor Member Listing Report Vendor will provide a monthly listing to the MMCAP Office, of the MMCAP Members attached to the MMCAP Contract,within the first 10 business of the subsequent calendar month. The report must be submitted electronically to MN.MULTISTATE@State.mn.us. 4.5. Vendor's Baseline Market,or List Pricing Upon request, Vendor will provide the MMCAP Office or MMCAP Member,based on a Market Basket of Products, the following data: • Vendor number; • Product number; • Product description; • Product selling unit of pleasure; • Product Contract price, per selling unit of measure; • Product type(Core, Non-Core); • Manufacturer name; • Manufacturer part number; • case packaging; • List Price(per selling unit of measure). [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 51 of 72 Page 689 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT C: MMCAP MEMBER PARTICIPATION AGREEMENTS [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 52 of 72 Page 690 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT D: SERVICE AREA Service area based on states and cities whom MMCAP has executed Joint Powers Agreements(JPAs)with. Alabama Alaska Arizona Arkansas California City of Los Angeles City of Chicago Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana lova Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah VermontVirginia Washington West Virginia Wisconsin Wyoming [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 53 of 72 Page 691 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT E: VENDOR'S CONTRACT IMPLEMENTATION AND TRANSITION PLAN In order to properly implement your business, Vendor typically requires thirty(30)days from the time of award. This allows time to set up account numbers, load pricing and contracts, increase inventory in our distribution centers and implement the desired technology approach. At time of award, we will work with MMCAP to create a detailed, mutually agreed upon timeline for implementation including major milestones and the resources necessary. Vendor has previous experience on-boarding large providers. We have resources dedicated to the on-boarding process to assist in a seamless integration. Upon award, Vendor can provide a Sample Implementation Plan if requested by MMCAP, Vendor's MMCAP Member onboarding procedure will include standard account setup,MMCAP Membership ID verification, loading MMCAP Member account to MMCAP-specific price sources and completion verifications. If there are any questions or discrepancies in the account setup request inquiries are sent directly to the MMCAP Member or to MMCAP for verification or confirmation. Vendor will review MMCAP's Membership roster to ship-to locations with Vendor's customer listing to identify those Members that are not attached to the MMCAP Contract. If a Member on the roster is not currently associated in the Vendor's listing with the MMCAP Contract, Vendor will take the steps to input the Member information in our system and load the necessary pricing once an account is created. Vendor cannot share our entire customer listing with MMCAP. Vendor's MMCAP Member onboarding procedure will include account setup, MMCAP Membership ID verification, loading to MMCAP-specific price sources and completion verifications. If there are any questions or discrepancies in the account setup request inquiries are sent directly to MMCAP for verification or confirmation. The same process is followed for transitioning accounts, with the exception of account setup. Existing customers follow the same confirmation and verification process and then are moved from their current price source to the MMCAP-specific price source. MMCAP Member's account will determine the appropriate contact information for customer service and the dedicated sales representative or support staff to assist with Member inquiries. Upon award, Vendor will provide detailed contact information for each entity responding in this Proposal. Vendor verifies on-boarding of new customers to help ensure compliance with contractual pricing and performs random, periodic price reviews. Quarterly Business Reviews are also used to review general contract compliance. Vendor's quarterly random price reviews will include invoice review, where warranted. McKesson Minnesota Supply and McKesson Medical-Surgical customers can utilize a variety of reports found in McKesson SupplyManagers"to monitor purchases and pricing. MMCAP Members have access to contracted pricing which allows Members to compare to invoices. Moore Medical customers may contact the dedicated contract administration team for reports. Vendor is available, upon request, to research any further inquiries. Additionally, Vendor will provide the requested Sales Data Usage Report, The McKesson MMCAP Project Manager and Sales Team dedicated to government will be educated on the awarded contract to ensure compliance and so that they may inform existing MMCAP Members and potential Members of the MMCAP Contract. Moore Medical's dedicated contract administration and management team will take the necessary measures to ensure the timely reporting,training and promotion of the MMCAP Contract occur. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 54 of 72 Page 692 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT F: MMCAP CONTRACTED MANUFACTURERS LIST (If applicable to this contract) Nutritionals Medical Food Diabetic Syringes Products Abbott Nutrition Hormel AgaMatrix, Inc. Nestle Kent Precision Foods ARKRAY USA, Inc. Nestle Infant Nutrition(Gerber) Retractable Technologies, Inc. Nutricia Roche Diagnostics Mead Johnson Abbott Diabetes Care U1tiMed Trividia [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 55 of 72 Page 693 of 1076 DocuSign Envelope 1D:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT G: VENDOR'S SHIPPING POLICY 1.1. Deliveries McKesson Medical-Surgical Inc. will deliver Products to the receiving area for the MMCAP Participating Facility listed on the order five (5) times per week, Monday through Friday (excluding weekends and holidays) by 5:00 PM local time. Scheduled delivery days may be arranged on a mutually agreed upon day. Transit times vary by origin and destination point. McKesson Medical-Surgical Minnesota Supply Inc. will ship the Products from its distribution center to the applicable MMCAP Participating Facility or directly to a patient's home if requested by MMCAP Participating Facility. Vendor shall deliver Products Monday through Friday(excluding weekends and holidays)in accordance with a delivery schedule to be determined by the parties. 1.2. Freight Charges MMCAP Participating Facilities will pay freight charges in accordance with Vendor's standard freight policy in effect at the time of order. Emergency orders, rush orders, orders for Products not regularly stocked by Vendor's local servicing distribution center, and Products dropped shipped are subject to an added shipping and handling charge determined by Vendor and disclosed to a MMCAP Participating Facility prior to or at the time of order. Freight charges and/or shipping and handling charges will be included on the shipping invoice. 1.3. Shipment,Risk of Loss and Title McKesson Medical-Surgical Inc. Shipment of Products per routine order to an MMCAP Participating Facility and subsequent back orders related to the original shipment will be shipped FOB Destination, except for drop shipments which will be shipped in accordance with Supplier's shipping policies. McKesson Medical-Surgical Minnesota Supply Inc. Except for Vendor Product shipments to individuals made at the direction of MMCAP Participating Facility,title and risk of loss for the Products will pass at the time the Products reach their designated destination for both outbound shipments and returns, except that drop shipments directly from a Supplier will be shipped in accordance with Supplier's shipping policies. For Vendor Product shipments to individuals made at the direction of Customer,title to the Products will pass to MMCAP Participating Facility at the time the Products leave Vendor's distribution center,but risk of loss will remain with Vendor until the Products reach their designated destination. The cost of shipment, if any, will be paid by Vendor and added to the invoice. Vendor will have the right to ship the Products at all times via its own vehicle or a carrier selected by Seller. 1.4. Drop Shipment Fees Vendor may charge a fee of$35.00 for Laboratory Products drop-shipped to MMCAP Participating Facility. MMCAP Participating Facility will be notified at the time of order placement if a drop-ship charge applies. (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 56 of 72 Page 694 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS18000 ATTACHMENT H: VENDOR'S STOCK OUTAGE AND BACKORDER POLICY Although not a Manufacturer of Products, Vendor is usually able to acquire a mutually agreeable, equivalent Product should an item the MMCAP Member requests is out of stock. When using Vendor's web-based platform to place orders, the system will indicate if a Product is in stock or on back order. If a Product is not available, the individual placing the order will be asked if they would like to order a recommended substitute(if Vendor has been made aware of a substitute)or leave the item on backorder. Standard delivery is Monday through Friday excluding holidays. Although a delivery time is not guaranteed, delivery for stock items occurs within 1-3 days ARO. If a desired item isnot a stocked Product and Vendor has an established relationship with the Manufacturer, Customer Service or Sales researches whether the item can be sourced. Once the desired item is determined,the Account Manager, designates a competitive price for the item and an item number is set up in our system. If Vendor does not have an existing business association with the Manufacturer, Vendor will work with Manufacturer to establish a relationship. Although a timeline cannot be guaranteed, Vendor will strive to establish a timely business relationship with those Manufacturers Vendor deems qualified. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 57 of 72 Page 695 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT I: VENDOR'S PRODUCT RETURN POLICY McKesson Medical-Surgical Minnesota Supply Inc.& McKesson Medical-Surgical Inc. Return Goods Policy Subject to applicable law, Seller will process returned goods for Products purchased from Seller, in accordance with its then standard Return Goods Policy. Seller's current Return Good Policy is as follows: • All requests for return of Products must have a return authorization number issued by Seller's customer service department or Seller's automated Customer Service Platform(e.g., SupplyManagerT"). • All returned Products must be in the original unopened packaging and in resalable condition,unless due to the fault of Seller. • Products cannot be returned if they are: (i)special order Products; (ii)custom Products; (iii) identified as non- returnable in SupplyManager; or(iv)Products not available for general or unrestricted distribution. • The following credit, if applicable, for returnable Products will be issued no later than thirty(30)days after the receipt of the Product and necessary documentation, and the examination and inspection of such return at the local Seller distribution center. o Products returned within thirty(30)days of date of invoice that are(i)shipped in error by Seller, (ii) damaged during shipping by Seller,(iii)nonconforming, or(iv)do not meet Seller's standard quality– FULL CREDIT. o Locally stocked Products returned within thirty (30)days of date of invoice--FULL CREDIT. o Locally stocked Products returned after thirty(30)but no more than ninety(90)days of date of invoice– FULL CREDIT LESS A 15%RESTOCKING CHARGE. o Non-locally stocked Products that are returned within thirty (30)days of date of invoice-FULL CREDIT LESS A 20%RESTOCKING CHARGE(plus any additional costs incurred in returning such Products to Supplier such as Supplier restocking fees paid by Seller). o Non-locally stocked Products that are not returnable to the Supplier–NO CREDIT WILL BE ISSUED • Notwithstanding anything above to the contrary,Buyer shall receive FULL CREDIT on any Products returned as the result of a recall or defective condition. • Returned items that require a pedigree under applicable law, such as prescription drugs, must be accompanied by the appropriate signed declaration from Buyer. For Buyers in the State of Florida the signed declaration must be signed within seven(7)days of the original invoice date. Failure to comply results in NO CREDIT. Moore Medical Warranty and Return Policy: Warranty–The warranties on the Products that are not sold under the label or trademarks of Moore are only those of the Manufacturer. Moore Medical LLC makes no warranty,expressed or implied, with respect thereto. Credit will be given for damaged or defective Products within 45 days of invoice. In order to receive full credit, return Products must be unopened and in salable condition. The following Products have Warranty and return restrictions or cannot be returned. Please call Customer Relations at 1-800-234-1464 for further information. • All Over-The-Counter and Prescription Medications. Any Medications that don't meet date requirements must be reported within 5 days of receipt and will then be verified through warehouse for stocked merchandise dating; • controlled substances; • diagnostic test kits; • discontinued Products; • drop shipped or special order Products shipped from the Manufacturer; • expired Products; • hazardous/ORM materials—call for details; • items shipped on ice or dry ice; • opened or defaced Products; 58 of 72 Page 696 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 • used instruments; • oxygen tanks. Damaged Shipments: All deliveries should be inspected for shipping damage before accepting delivery.If damage has occurred, customer should note the extent of the damage on the freight bill and call Customer Relations immediately at 1-800-234- 1464. Moore Medical's responsibility for loss or damage ceases when the Products are accepted by the carrier. When notified, Moore Medical will file a damage claim for the goods shipped, issue credit for the damaged goods, and ship replacement goods. All damage claims must be completed within 5 days of receipt of merchandise. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 59 of 72 Page 697 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A226-7325FF79FAF7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT J: VENDOR'S PRODUCT RECALL PROCEDURES/POLICIES RECALLS PROCESSING May 10, 2017 Dear Customer: You have requested information on our procedures for handling a Product recall.As a domestic distributor of medical surgical supplies, McKesson Medical-Surgical Inc., McKesson Medical-Surgical Minnesota Supply Inc., and Moore Medical, LLC (collectively,"McKesson") has deployed processes for the administration of the recall of Products, whether such recall is initiated by a Manufacturer voluntarily or is directed by the U.S. Food and Drug Administration ("FDA"). These processes are designed to (i)support compliance with Medicare quality standards as well as state and federal regulatory requirements, (ii)help respond to public safety concerns and(iii) support our service goals to our customers. Our Recall Policv: As a wholesale distributor of drugs, biologics and devices,McKesson Medical-Surgical Companies ("MMS") will respond promptly to and cooperate with a Product recall("recall") notice received from a Manufacturer, supplier or importer(collectively hereafter referred to as "Manufacturer")with an express interest in protecting public safety and promoting a customer's knowledge of the recall and ability to effectively respond. This policy applies to all MMS locations including distribution centers. To the extent that individually identifiable health information(or Protected Health Information)of MMS customers or MMS' customer's patients is relevant to a recall,MMS will maintain the confidentiality of the Protected Health Information in accordance with HIPAA privacy and security standards. Recall documentation will be maintained in accordance with MMS' Records Information Management Policy and Records Retention Schedule. Our recall process involves multiple steps and guidelines for managing the many stages involved in a Product recall. The content of this document focuses on our process as it pertains to you, our customer. Our recall process ifacludes: • Internal review of the Manufacturer notification letter. • Notification to McKesson distribution centers of the recall and the affected lot numbers,when there is inventory and/or sales history records for the subject Products)of the recall. • When necessary, segregation of affected stock in our warehouses and containment actions are taken to address the disposition of the affected Product(s) accordingly. • Notification to potentially affected customers, usually via written notice. • Review for other considerations or actions related to FDA regulations for the specific recall. Customer Notification: Notifications provided to McKesson customers are based on our sales history records. Our analysis is based on the subject Product(s)of the recall and the timeline provided by the Manufacturer including shipments from when the affected Product distribution began. McKesson tracks all individuals and entities to which it has distributed the affected Products. When McKesson receives written notification from a Manufacturer regarding a Product recall,McKesson will send a recall notice to all customers who potentially purchased affected Product(s),rather than just notifying customers that purchased a specific lot number of affected Product(s). This process results in our customers having a higher awareness of recalls and the ability to validate if they have affected Product(s). For McKesson customers,whose patients or end-users that receive drop shipments of medical-surgical Products,any recall notification from McKesson, will be sent to the billing address of the customer account on file with McKesson at 60 of 72 Page 698 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EA 7 McKesson Medical-Surgical Contract MMCAP MMS 18000 the time of the notification; not to the patient or end-user address. Recall information Provided to Customers: The notification sent to McKesson's customers contains the following information: • A summary of the Product issue and the potential health and/or safety impact to end-users of the Product. • Specific identification of the Product(S) purchased from McKesson, including;NDC code, Manufacturer item number, McKesson item number, Product description,affected lot numbers(s)and expiry date(s), as applicable. • Instructions to the customer including screening for any affected inventory at their location, updated use instructions and return or disposal, as applicable to the subject recall. • When a Product return is specified or optional, directions for return(as applicable)to(i)the Manufacturer, (ii)a third party logistics service or(iii)to McKesson via contact with our customer service teams. • Contact information needed to execute any required Product handling instructions, or to direct inquiries to the Manufacturer for clinical or Product use related concerns. The customer notification is usually sent via U.S.P.S. mail and includes reply forms (when applicable) and any additional documentation provided by the Manufacturer to complete the Product recall communication. Shipment details such as a listing of Products shipped, including dates, quantities and ship-to locations, are not provided as a normal course of administering the recall process. However, customers may later request a detailed listing, including drop shipments made on their behalf,for the time period outlined in the recall notification. The foregoing provides a high-level summary of McKesson's policy and procedure and is not intended to be all-inclusive. The recall process is administered by the Compliance and Regulatory Affairs(CARA) Department. Sincerely, Brian Green Quality Assurance Manager McKesson Medical-Surgical Inc. 4345 Southpoint Blvd. Jacksonville, FL 32216 www.mckesson.com [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 61 of 72 Page 699 of 1076 DocuSign Envelope ID:50393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT K. VENDOR'S BUSINESS INTERRUPTION PLAN As a leading distributor of medical and surgical supplies,McKesson has a robust and thorough Business Continuity. and Disaster Recovery Program. Our priorities are to: • Protect our customers; • help ensure the safety of our employees; • help ensure our workplaces are safe and secure; and • help ensure the continuity of critical business processes following natural disasters, human- caused threats, and any other incidents. In the immediate aftermath of a significant business disruption,our focus will be to quickly mitigate airy negative impacts to our customers, safeguard our people and property, and help ensure clear and open communication throughout the incident.We will then focus on restoring normal operations as quickly as possible and completing any delayed or impacted orders. A few of our mission-critical Services are listed below • sales order management; • information technology and cyber security; • order fulfillment;. • distribution logistics and transportation; and • customer service and support. Customer Expectations During a Business Interruption McKesson is committed to providing our customers with the highest level of service while minimizing any impact to our service levels during business disruptions. While we realize some events cause us to miss service expectations, we can plan and execute against our goals with the help of our customers and business partners. To better prepare in the event of emergency situations,you can: • Contact your McKesson sales representative or customer service representative as soon as possible to discuss early ordering, order prioritization,emergency orders, and order consolidation where possible. • Please let your sales representative or customer service representative know about any changes to operating hours, facility damage, or other factors that will impact our ability to deliver your Product. • If you are expecting a forecasted natural disaster, please place orders early; and • review the McKesson homepage at mmsanickesson.com, for updates and instructions regarding recent events. Please see the following contact numbers and email addresses for our Customer Service Team: Customer Segment Phone Number Email Address PC (866) 625-2679 MMSPCCustomerService(rrllyleKesson.com EC (800)328-8111 MMSECCustomerService@McKesson.com Lab (844) 866-7522 MMSLabCustomerServicegMcKesson.com Further Details on Our Business Continuity Program To help ensure our response to business disruptions meets expectations for safeguarding our customers, people and property,McKesson has implemented a cross-functional approach to business continuity: 62 of 72 Page 700 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Emer2eney Response Disaster Recover Business Continuity • Each facility has dedicated - IT processes and technologies • Dedicated Business Continuity Eniergency Response Tean7. have recovery and failover plans. Coordinators support inter- departmental response to - Each facility has a unique • Critical facilities and business disruptions. Emergency Response Plan processes have dedicated which addresses nultiple Incident Response teams who • Coordinators maintain crisis scenarios, handle immediate response protocols for inter- to business disruptions, departmental response to multiple possible types of business disruptions. Example Response to a Typical Business Disruption McKesson responds to multiple business disruptions every year, including hurricanes,snow storms and other events.Here is a summary of the steps we take to prepare for and recover from a typical weather-related emergency. Event Detection and Preparation 0U facility leaders and business continuity coordinators monitor local and regional weather conditions. If potential threats are detected: • Local and regional Incident Response tearns are notified of the possible event. These teams include Members from the Distribution Center, Transportation, Customer Service, and Information Technology departments. • Once notified, local distribution center teams and other facilities will prepare for the event and create operating plans in conjunction withlocal business partners. • Our Customer Service department will also prepare by developing a staffing plan and working with customcrs as needed to pre-order goods. Event Management During the event, our Incident Response teams meet regularly to share status updates, modify operating plans and respond to any specific failures. Examples of these responsibilities include: If a facility is damaged or is inoperable, the facility's Emergency Response Team will manage evacuations, building repairs or other activities as necessary to restore service as quickly as possible. • Distribution center leaders, transportation leaders, and customer service representatives work closely together to respond to local requirements, reroute and prioritize deliveries and monitor fleet operations, . Distribution center and transportation leaders work with our carrier partners to ensure service disruptions are minimized for our customers. • Twice a day, our Business Continuity Coordinator: o Hosts a call with our Incident Response teams to discuss the ongoing nature of the disruption, as well as impact on our facilities, employees and customers; and o provides a summary communication to out' senior leadership and other department leaders regarding status and actions taken. Event Resolution Once the event is resolved: • Our team reviews the impact of the event and any outstanding impacts to customer orders; our Incident Response Team works to complete any outstanding orders as quickly as possible; and • finally, our Incident Response Team reviews the management of the event for continuous improvement. The following sections provide additional details on how our departments are prepared to handle business disruptions, which may affect aur customers. 63 of 72 Page 701 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 Sales Order Management Receiving customer orders is critical to the McKesson Business Continuity program. In the unlikely event our online ordering system fails, we have an alternate plan for taking manual orders through our Customer Service Department.We currently offer a variety of methods for you to complete orders with us during an emergency or business disruption, including: • Our website at: mms.meke sson.com, which also provides alerts regarding current business disruptions: place your orders directly with your sales representative via phone or fax; and place your orders directly with our customer service representatives via phone or fax. In the unlikely event our core sales order management system experiences an outage, the McKesson web-based ordering system can be used to capture orders. These orders will be held and submitted when the core sales order management system becomes available. Information Technology and Cyber Security McKesson maintains Disaster Recovery plans covering software failures, failures of our data-centers, and servers supporting aur Enterprise Resource Management system and our distribution centers. These plans allow us to provide continuity in systems operation and availability and include the following key items: • Redundancy in our autonomous distribution centers and Customer Service facilities; • backup procedures detailing how Customer Service, Information Technology, and Operations collaborate so customer orders are placed, processed and shipped in the event of a system failure; • complete system failover capability ensures we can migrate complete system functionality to an alternate site;and • Cyber security preparedness, testing, and response. Redundant Technologies for Customer and Internal Information Systems McKesson maintains separate instances of its Corporate Information systems in dual state-of-the-art data-centers. Further, we help ensure all customer-facing technologies have redundant backups in case the primacy system has a failure. Our databases employ failover technology to protect against a service outage should we encounter a hardware failure. Each distribution center has a dedicated server so the distribution center can operate independently of the core system (distribution centers can continue to receive orders if the central system is operative). • The core Enterprise Resource Planning system is housed in a separate location from our distribution centers to provide protection from impacts affecting select geographies. Complete System Disaster Recovery Services McKesson has contracted with a leading third-party recovery Services provider as a disaster recovery partner.This means if our data-centers, Enterprise Resource Planning system or other information technologies experience a complete failure, we can restore complete service at the partner's site. Services include: Alternate Site Recovety: h7 the event of a disaster, our computing environment would be restored at a separate geographic location; • Comparable Computing Equipment and Hai-clrvca'e: Our recovery partner provides hardware comparable to those currently in use in our in-house production environment; Recoveq Hanagernent,Services: Our recovery partner provides experienced recovery technicians knowledgeable in all operating system platforms; and • Annual Testing: In conjunction with our recovery partner, we conduct an annual disaster recovery exercise to test our current capabilities and procedures. Cyber Security McKesson maintains an hiformation Security and Risk Management program based on the internationally recognized ISO 27001 framework. By implementing a defense-in-depth strategy, our approach is to ensure aur IT environments are protected against cyber threats and to mitigate the impact of a potential system outage due to an attack. 64 of 72 Page 702 of 1076 DoeuSign Envelope 1D:507393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 1.8000 Order Fulfillment and Distribution Centers McKesson operates a network of distribution centers across the United States. Each distribution center maintains a Business Continuity Plan including objectives and responsibilities during business disruptions.In the event of a business disruption, these plans allow our distribution centers to quickly communicate with carriers, Customer Service, Sales Support and other departments to unasimize service availability and communication with customers. Logistics and Transportation The Transportation Team leverages a variety of options to get orders to your door including national and local carriers, private fleet,direct shipment,and other alternatives. During a business disruption,our team monitors service interruptions and coordinates communications between our carriers and distribution centers frequently to provide up-to-date coum Unications to our Customer Service teams. We work to ensure prompt notifications for all affected deliveries. We reco-nize timely deliveries are imperative for our customers and work through all possible service options to resolve delivery issues and get the Product to its destination as quickly as possible. Customer Service and Support McKesson operates a network of call centers with automated failover across the United States. This allows our customer service representatives to quickly respond to customer requests regardless of the situation or location. Our customer service representatives work directly with local Sales Support and Operations to provide the best level of support in placing emergency orders or identifying orders impacted by a business disruption. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 65 of 72 Page 703 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT L: VENDOR'S ESCALATION PROCEDURE Issues reported are promptly resolved by our customer service department according to standard operating procedures and metrics to quickly and efficiently resolve complaints, disputes and grievances. The Customer Service Supervisors help manage workflow so calls are answered and issues are handled timely or are there to assist if an issue requires escalation. The Manager or Director of Customer Service is also available to help ensure prompt resolution to situations. If additional assistance related to contract-specific questions is needed the assigned Project Manager can help MMCAP Members. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 66 of 72 Page 704 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT M: VENDOR'S DISCOUNT STRUCTURE Vendor's Prompt Pay Discounts or other discount programs can be reviewed at the individual account level with MMCAP Member's Account Manager, Below is a sample of prompt payment discounts: Prompt Payment Terms AR 1% 15 NET 30 AR 2% 10/NET 30 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 67 of 72 Page 705 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 ATTACHMENT N: LIST OF VENDOR'S SUPPLIERS Biomerieux Siemens Biofire [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 68 of 72 Page 706 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Sltrgical Contract MMCAP MMS 18000 State of Minnesota Affirmative Action Certification Form Complete the information requested below to determine whether Responder is subject to the Minnesota Human Rights Act certification requirement(Minnesota Statutes Section 363A.36. Responder must provide this information and—if required—apply for Duman[tights certification prior to the due date and time or the proposal and to obtain Human Rights certification prior to the execution of the contract. BOX A–Far companies which have employed more than 40 full-time employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B. The proposal will be rejected unless Responder's business:has a current Certificate of Compliance issued by the Minnesota Department of Human Rights(MDHR)OR has submitted an affirmative action plan to the MDHR, which the Department received prior to the date and time the proposals etre due, Check one of the following statements If Responder has employed more than 40 full-time employees in Minnesota on any single working day during the previous 12 months: X We have a current Certificate of Compliance issued by the MDHR.Proceed to BOX C, Include a copy of Responder's certificate with your proposal. 0 We do not have a current Certificate of Compliance. However,we submitted an Affirmative Action Plan to the MDHR for approval,which the Department received on (date), [if the date is the salve as the proposal due date,indicate the time Responder's plan was received: (time). Proceed to BOX C. 0 We do not have a Certificate of Compliance,nor has the MDHR received on Affirmative Action Plan from our company. We acknowledge that our proposal will be rejected. Proceed to BOX C. contact the Minnesota Department or Human Rights for assistance. (See below for contact Information.) Mote: Certificates of Compliance trust be issued by the Minnesota Department of Human Rights, Affirmative Action Plans approved by other governmental entities(federal government,county,or city)must still be reviewed and opEroved by the Minnesota Department of Human Rights before a certificate can be issued. BOX B-.For those companies not described in BOX A. Check below. CI We have not employed more than 40 full-time employees on any single working day in Minnesota within the previous 12 months. Proceed to BOX C. Box C–FOR ALL COMPANIES By signing this statement,Responder certifies that the information provided is accurate,that you are authorized to sign on behalf of the Responder,and that Responder Is In compliance with federal affirmative action requirements that may apply to the Responder's company.(These requirements are generally triggered only by participating as a prime or subcontmetors on federal projects/contracts. Vendors are alerted to these requirements by the federal government.) Name of Company:Mj �.snn madigni-sy AI tdiang.joia sennty roc._Telephone number:(800)321-6111 Date:Siltl/ Title:Proposal Sncclalist Authorized Signature: Date:5119112917 imbedy Za is ie MinnumdNpanmcnturHumanRlIhmCom ppIV.SmirusS,rilan Mall: 190 Enst 31h 5i„sullu 70S}S�.pau1.MN 3Stai TC Nkiro: (631)396.5(63 TO Fmv 500.657.3704 web: t±nymbumandgtaiil]Iti311n.na Fax: 4651)296.904: TTY; (631)296-1293 Emiln rtruw�rinse 4�thunnletxnlaec nv 5 69 of 72 Page 707 of 1076 DocuSign Envelope ID:5D393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 State of Minnesota Affirmative Action Certification Form Complete the Information requested below to determine whether Responder is subject to the Minnesota Human Rights Act certification requirement(Minnesota Statutes Section 363A.36. Responder must provide this information and—if required—apply for Human Rights certification prior to the due dale and time of the proposal and to obtain Human Rights certification prior to the execution of the contract. BOX A--For companies which have employed more than 40 full-time employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B. The proposal will be rejected unless Responder's business:.has a current Certificate of Compliance issued by the Minnesota Department of Human Rights(MDHR)OR has submitted an affirmative actlon plag to the MDHR, which the Department received prior to the dale and time the proposals are due. Check one of the following statements if Responder has employed more than 40 full-lime employees in Minnesota on any single working day during the previous 12 months: X We have a current Certificate of Compliance issued by the MDHR,Proceed to BOX C. Include a copy of Responder's certificate with your proposal. C3 We do not have a current Certificate of Compliance. However,we submitted an Affirmative Action Man to the MDHR for approval,which the Department received on (date), (If the date Is The some as the proposal due date,Indicate the time Responder's plan was received: (time). Proceed to BOX C. El We do not have a Certificate of Compliance,nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our proposal will be rejected. Proceed to BOX C. Contact the Minnesota Department of Human Rights for assistance, (See below for contact information.) Note:. Certificates of Compliance must be issued by the Minnesota Department of Human Rights. Affirmative Action plans approved by other governmental entities(federal government,county,or city)must still be reviewed and apfroved b the Minnesota Department of Human Rights before a certificate can be issued. BOX B–For those companies not described in BOX A. Check below. 0 We have not employed more than 40 full-time employees on any single working day in Minnesota within the revious 12 months. Proceed to BOX C. sa Box C–FOR ALL COMPANIES By signing this statement,Responder certifies than the information provided is accurate,that you are authorized to sign on behalf of the Responder,and that Responder is in compliance with federal affirmative action requirements that may apply to the Responder's company.(These requirements are generally triggered only by participating as a. prime or subcontractors on federal projects/contracts. Vendors are alerted to these requirements by the federal government,) Name of Company:McKesson Medical-Surgical;1pg. Telephone number:(840)328.8111 Date:5110/2017 J Titre:Proposal 9 lallst Authorized Signature: 1 Bate:6/10/2417 Kimberly Zab . 1e blinometan4TanmcniorHumanRisb%Com pltamSer koSuaaon h1aa; 190 FAsa Sib St„Suite 700 St,Paul.MN SS lot TC Store: (651)296=5663 Tall Fku: 800437.,1704 wab: )ymy.humanriy„his.stah.nm.mr Fax: (651)296.9W3 TTY: (651)246.1283 Emma: cmmlutixritta 4lihadgltts f n_t t 70 of 72 Page 708 of 1076 DocuSign Envelope ID:5D393642-6264-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 State of Minnesota Affirmative Action Certification Form Complete the information requested below to determine whether Responder is subject to the Minnesota Human!tights Act certification requirement(Minnesota Statutes Section 363A.36. Responder must provide this information and--if required—apply for Human Rights certification prior to the due date and time of the proposal and to obtain Human Rights certification prior to the execution of the contract. BOX A–For companies which have employed more than 40 foil-time employees within Minnesota on any single working day during the previous 12 months. At other companies proceed to BOX B. The proposal will be rejected unless Responder"s business:has a current Certificate of Compliance issued by the Minnesota Department of Human Rights(MDHR)OR has submitted an affirmative action ptaP to the MDHR, which the Department received prior to the date and time the proposals are due. Check one of the following statements If Responder has employed more than 40 full-time employees in Minnesota on any single working day during the previous 12 months: X We have a current Certificate of Compliance issued by the MDHR.Proceed to BOX C. Include a copy of Responder's certificate with your proposal. Q We do not have a current Certificate of Compliance. however,we submitted an Affirmative Action Pian to the MDHR for approval,which the Department received on (date). (if the date Is the same as the proposal due date,indicate the time Responder's plan was received: (time). Proceed to BOX C. 0 We do not have a Certificate of Compliance,nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our proposal will be rejected. Proceed to BOX C. Contact the Minnesota Department of Human Rights for assistance, (See below for contact information.) Note: Certificates of Compliance must be Issued by the Minnesota Department of Human Rights, Affirmative Action Plans approved by other governmental entities(federal government,county,or city)must still be reviewed and agpMyed,by the Minnesota Department of Human Rights before a certificate can be issued. BOX B–For those companies not described in BOX A. Check below. D We have not employed more than 40 full-time employees on any single working day In Minnesota within the revious 12 months. Proceed to BOX C. Box C–FOR ALL COMPANIES By signing this statement,Responder certifies that the information provided is accurate,that you are authorized to sign on behalf of the Responder.and that Responder is in compliance with federal affirmative action requirements that may apply to the Responder's company.(These requirements are generally triggered only by participating as a prime or subcontractors on federal projectslconlracts. Vendors are alerted to these requirements by the federal government.) Name of Company,Moore Medical LLC Telephone number:(800)324.9111 Date: /10/2417 J —Title:Propasal Zclullm Authorised Signature: ,;g_Date.S/t0/2t117 Wimberly Tabri 'e MinmWo Depannxmt or Human Rights.ComPtimce SeMe"Swim Mall: 190 Pas!sth st-suile 7oD st.Paul,MN 55101 TC Metro: 4651)296.5663 To11 Fav: 800 413,37P1 web: ww hSaal Jn+tglHs"5+ate.t is toi FyX: (631)3%.9W3 TTY: 465112964283 small; 4ufnin)criarndktherighta a u 5 - i i 71 of 72 Page 709 of 1076 DocuSign Envelope ID:503393642-6204-4DOF-A22B-7325FF79EAE7 McKesson Medical-Surgical Contract MMCAP MMS 18000 State of Minnesota Resident Vendor Form (Return with proposal only If applicable) In accordance with Laws of Minnesota 2013,Chapter 142,Article 3,Section 16,amending Minn.Stat,§ 160.02,subd. 13,a"Resident Vendor"means a person,firm,or corporation that: (1) Is authorized to conduct business in the state of Minnesota on the date a solicitation for a contract Is first advertised or announced.It includes a foreign corporation duly authorized to engage in business In Minnesota; (2) has paid unemployment taxes or income taxes in this slate during the 12 calendar months Immediately preceding submission of the bid or proposal for which any preference is sought, (3) has a business address in the state;and (4) has affirmatively claimed that status In the bid or proposal submission. To receive recognition as a Minnesota Resident Vendor("Resident Vendor"),your company must meet each element of the statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status,you should do so by submitting this form with your bid of proposal. Resident Vendor status may be considered for purposes of resolving tied low bids or the application of a reciprocal preference. I HEREBY CERTIFY THAT THE COMPANY LISTED BELOW: 1. Is authorized to conduct business in the State of Minnesota on the date a solicilation for a contract Is first advertised or announced, (This includes a foreign corporation duty authorized to engage in business in Minnesota.) -&Yes—No(must check yes or no) 2. Has paid unemployment taxes or income taxes In the State of Minnesota during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought. -&Yes—No(must check yes or no) 3. Has Q business address In the State or Minnesota. _X-Yes___ No(must check yes or no) 4. Agrees to submit documentation,if requested,as part of the bid or proposal process,to verify compliance with the above statutory requirements, -K-Yes—No(must check yes or no) BY SIGNING BELOW,you are certifying your compliance with the requirenwrits,set forth herein and claiming Resident Vendor status in your bid or proposal submission, Name of Company: 161"11"j. I&Mwavkd�lqd I Date:S/LOV2017- Authorized Signature Telephones(SQQ)328-8111 Printed Name:Kim:101)LU�ri." i "Title:Eiswosal SMIallst 1F YOU ARE CLAIMING RESIDENT VENDOR STATUS,SIGN AND RETURN THIS FORM WITH YOUR DID OR PROPOSAL SUBMISSION. 72 of 72 Page 710 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 TABLE OF CONTENTS Key Definitions Page 3 Article 1: Recitals Page 6 Article 2: Incorporation Page 6 2.1. Attaclunents, Exhibits and Order of Precedent Page 6 2.2. Member Participation Agreements (MPRs) Page 6 Article 3: Representations,Warranties and Certifications Page 7 1. GPO Representation Page 7 2. Federal Health Care Program Exclusion Page 7 3. Debarment by State, its Departments, Commissions, Agencies or Political Subdivisions Page 8 4. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Page 8 5. Warranties Page 8 Article 4: Contract and Conditions Page 9 1. Contract Effective Date Page 9 2. Contract Expiration Date Page 9 3. Contract Termination Page 9 4. Vendor's Duties Page 9 5. Non-Exclusive Agreement Page 9 6. Eligible Purchasers Page 10 7. Separate Agreements Page 10 8. Products and Services Page 10 9. Products and Services Pricing Page I 1 10. Discounts Page I 1 11. Risk of Loss, Damage, and Shipping Terms Page 12 12. Compliance Page 11 13. Failure to Supply MMCAP Core Products Page 11 14, Purchase Orders and Payment Page 11 15. Vendor Fees Page 13 16. Authorized Representatives Page 14 17. Notices Page 14 18. Indemnification Page 15 19. Liability Limitations Page 15 20. Audits Page 15 21. Government Data Practices Page 16 22. Intellectual Property and Data Page 16 23. Worker's Compensation and Other Insurance Page 17 24. Publicity and Endorsement Page 19 25. Direct Marketing, Advertising, and Offers with Participating Facilities Page 19 26. Governing Law,Jurisdiction and Venue Page 19 27. Antitrust Page 20 28, Data Disclosure Page 20 29. Payment to Sub-Contractors(If Applicable) Page 20 30. Minnesota Statute § 181.59, Discrimination on Account of Race, Creed or Color Prohibited in Contract Page 20 31. Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business Page 20 1 Page 711 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 32. Certification of Nondiscrimination(In Accordance with Minn. Stat. § 16C.053) Page 21 33, Contingency Fees Prohibited Page 22 34. Force Majeure Page 22 35. Severability Page 22 36. Escalation Procedures Page 22 37. Required Licenses, Permits and Registration Page 25 38. DEA License/HIN Page 25 39.Assignment,Amendments, Waiver, and Entire Contract Page 25 40. Survival of Terms Page 25 41. E-Verify Certification(In Accordance with Minn. Stat. §16C.075) Page 26 Attachment A: Products and Pricing Page 27 Attachment B: Statement of Work and Vendor Performance Requirements Page 28 I. Operational Requirements Page 28 1. Vendor Service Area Page 28 2. Required Vendor Personnel Page 28 3. Customer Service to MMCAP Office Page 28 II. Contract Transition, Implementation and Management Page 32 1. MMCAP Contract Transition and Implementation Page 32 2. MMCAP Contract Management Page 34 III. Key Contract Performance Metrics Page 45 1, Vendor Performance Requirements Page 45 2. Products and Pricing Accessibility Page 45 3. Vendor's Response to Price Inquiries Page 46 4. Reporting Requirements Page 46 Attachment C: MMCAP Member Participation Agreements Page 52 Attachment D: Service Area Page 53 Attachment E: Vendor's Contract Implementation and Transition Plan Page 54 Attachment F: MMCAP Contracted Manufacturers List(If Applicable to this Contract) Page 55 Attachment G: Vendor's Shipping Policy Page 56 Attachment H: Vendor's Stock Outage and Backorder Policy Page 57 Attachment I: Vendor's Product Return Policy Page 58 Attachment.7: Vendor's Product Recall Procedures/Policies Page 59 Attachment K: Vendor's Business Interruption Plan Page 60 Attachment L: Vendor's Escalation Procedure Page 61 Attachment M: Vendor's Discount Structure Page 62 State of Minnesota—Affirmative Action Certification Information Page 63 State of Minnesota Resident Vendor Form Page 64 2 Page 712 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 KEY DEFINITIONS Throughout this Contract, the following key terms are defined below. Antoniatic Product Sntbstitution -An order fulfillment process whereby Products that are not available at the time of order placement, may be automatically substituted with another equivalent(brand,generic or private label)Product substitute, contingent upon written consent by the ordering MMCAP Member. Commencement Date-The date the Vendor is fully operational and ready to accept and ship orders from MMCAP Members as applicable to the service area designated in the Contract. Confirmation Printback/Order Confirmation -An electronic confirmation report generated from the Vendor's ordering system,which is sent back electronically to the ordering facility, indicating that the requested Products are available, on Manufacturer Backorder, out of stock, or deleted, etc. Core Products- Products determined by MMCAP that produced the highest volume in sales, and highest quantity shipped during a given one(1)calendar year period. These Products are identified in Attachment A,Products Pricing, under the Brand Label Core Products and Private Label Core Products tabs. Drop Shipment(s)-Products ordered by MMCAP Member through the Vendor, and shipped directly to the MMCAP Participating Facilities, from the Manufacturer. The Manufacturer notifies and bills the Vendor,who then invoices and receives payment from the MMCAP Member. EDI(Electronic Data Interchange) -Inter-process(computer to computer application)communication of business information,in a standardized electronic form. Effective Date-The date the Contract is fully executed. Emergency Product Delivery-An off-schedule delivery of the Products required by the MMCAP Participating Facilities, which may include orders of Product for patient, specific medical treatment,or to ensure the facility has sufficient Product to remain operational until the next-scheduled delivery day. Fiscal Year-The State of Minnesota's Fiscal Year period of July I-June 30 of each calendar year. Manufacturer:Any supplier, of medical Products (including Medical Equipment), who has a contract to supply the Vendor with Products, purchased by MMCAP Members. Manufacturer Backorder(s) (MBO)-An order placed by the Member or Vendor to a Manufacturer or Supplier, which is not shipped to the Vendor or Member, due to industry wide shortages or other supply issues. Medical Equipment-Medical devices that have been cleared by the FDA, that are intended to be used for diagnostic, therapeutic, or monitoring care, provided to a patient by a health care organization. NOTE V-Medical equipment includes devices such as monitoring equipment,life support equipment, imaging equipment, laboratory equipment, mechanical equipment, transport equipment,as well as any other equipment supporting the care of a patient, whether or not it is in the immediate vicinity of a patient. In addition,this equipment category includes other devices,such as computers, that support the care of a patient when in a health care organization, but are generally not specifically manufactured for use in a health care organization. As used in this standard,the term "equipment"refers to medical equipment. Reference:The Association for the Ad ancemeni of Uedical Instrumentation(AAAH). 3 Page 713 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 NOTE 2.1-Embedded software is covered by the medical device manufacturer; standalone software is covered by ANSI/AAMI/IEC 80001-1:201.0,Application of risk management far IT networks incorporating medical devices—Peart I: Rales, responsibilities, and activities. MMCAP Contract/Agreement-Also referred to as the"Contract", is the agreement including any attachments, addenda and exhibits and is executed by the Vendor and MMCAP, for the distribution and sale of medical Products, Services, Medical Equipment, and select pharmacy Products as agreed to in writing by MMCAP. MMCAP Contract Pricing-The applicable MMCAP Contract Product Cost agreed upon by the Vendor and MMCAP, and if applicable to this Contract, the Product Price agreed upon by the MMCAP Contracted Manufacturer and MMCAP. MMCAP Members-These are eligible purchasers that are deemed by the MMCAP Office, to have completed, and met the requirements of the membership application process. MMCAP Participating Facility(ies) - Consist of facilities that are MMCAP Members(eligible purchasers), and facilities recognized by the MMCAP Members, as facilities eligible to receive the delivery of Products and Services. MMCAP Products-Refers to all Products, covered in Attachment A,Products and Pricing. These products cover the entire Product catalog of the awarded Vendor, including Services(referred to in Attachment A as Additional Value Offerings), and are identified in Attachment A, under the following tabs: the Brand Label Core Products tab,.the Private Label Core Products tab,the Nan-Care Products!tab,the Equipment Schechile tab,and the.Additional Value Offerings tab. MMCAP State Contacts-Purchasing and pharmacy professionals designated by MMCAP Member States, who serve as liaisons between the MMCAP Office and the MMCAP Participating Facilities in each State. A list of MMCAP State Contacts is available at: http://www.mmd.admin.state.mn.us/MMCAP/background/New_Current_States.aspx. Net Purchase-All purchases of Products (excluding returns, credits, rebates,late charges and similar fees)made through Vendor by any MMCAP Member, including Products drop shipped from an affiliate of Vendor, in the normal course of business. Non-Core Products-Refers to Products not specifically covered in the Brand Label Core Products tab, the Private Label Core Products tab, the Equipment Schedule tab,and the Additional Value Offerings tab. Through the categories listed in the Non-Core Products tab,the awarded Vendor will offer the rest of the Products available in its catalog, which are not featured in the remaining tabs in Attachment A,Products and Pricing. Vendor, in agreement with MMCAP, may amend the Nora-Care Product categories, as new additions or deletions take place, in the Vendor's catalog. Nan-Recurring Products- Products ordered less than once a month by MMCAP Members. Order-Means, any purchase order used to order Products or Services under this Contract. An Order amended, consistent with the requirements of any MMCAP Participating Facility, and accepted by the Vendor, shall be governed by the terms and conditions of the original Order,except as amended. Order Originator-The MMCAP Member, who places the order with the Vendor. Product(s) - Products offered by the Vendor and awarded by MMCAP. Deference:The Association for the Advancement of Akdical Instrumentation(AA111). The lived categories in the roan-C'ore Products tab,are intended to cover the Vendor's most current published catalog of Products,ti�=hich erre not listed in Phe remaining tubs. n `t Page 714 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Product Backorder-A Product order that is not fulfilled in the time frame set forth in this Contract, due to Product unavailability, resulting from the Vendor's or the Manufacturer's inability to supply the Product. Product Substitutes-Equivalent(brand,generic or private label) Products that the ordering MMCAP Member consented to in writing to accept as a substitute for the ordered MMCAP Contract Products. Replacement Products-In the event a Product covered under this Contract is removed by the Vendor, or recalled by a Manufacturer,the Vendor must replace the Product with an acceptable Product substitute. In the event the Vendor cannot obtain a suitable Product substitute,then the affected MMCAP Member may purchase the Product from a non- contract source. Services-Any related offering provided by the Vendor related to the Products covered by this Contract, and which can be provided by the Vendor for a fee or at no cost to MMCAP Members. Services may include but are not limited to: customer service,Product ordering systems, clinical education, Product training, and Product marketing,among others. Services may, or may not, incur cost. Special Products- If applicable to this Contract, includes all MMCAP Contract Products that require special temperatures and environmental conditions, in accordance with Manufacturer requirements for delivery to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers with appropriate packaging, to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. Vendor-MMCAP's Contracted Distributors or Manufacturers of Products and Services, related to the Products for the MMCAP Membership, pursuant to the terms of this Contract. Vendor Contract Performance Report-A written report prepared by the MMCAP Office, detailing the proficiency of the Vendor. Repeated low ratings in the report might be conducive to penalties, including termination, as well as the inability of the Vendor to respond to future solicitations published by MMCAP. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 Page 715 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 STATE OF MINNESOTA DEPARTMENT OF ADMINISTRATION MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY This contract is between the State of Minnesota, acting through its Commissioner of Administration on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy("MMCAP")and Medical Solutions, Inc., located at 1040193" Avenue North, Suite 100,Maple Grove,MN 55369 (collectively, "Vendor" or "Contractor"). ARTICLE 1: RECITALS 1.Under Minn. Stat. § 16C.03, the Commissioner of Administration, on behalf of MMCAP, is empowered to engage such assistance as deemed necessary. 2.MMCAP is a group purchasing organization of government owned and/or operated health care facilities which contracts for healthcare Products and Services for its members' use. Participation in MMCAP is limited to facilities within member states that are specifically permitted by the member state's statutes to purchase goods from the member state's contracts. Participation is generally available to facilities run by state agencies,counties,cities,townships, and school districts. 3.The Vendor wishes to contract with MMCAP to supply Medical Products and Services to the national MMCAP Participating Facilities. ARTICLE 2: INCORPORATION 1. The parties agree that the recitals are true and correct, and are hereby incorporated into this Contract. 2. Attachments, Exhibits,and Order of Precedent 2.1. The following attachments and Exhibits are attached and incorporated into this Contract. In the event of conflict,the following order of precedence applies. • Attachment A: Products and Pricing • Attachment B: Statement of Mork • Attachment C:MMCAP Member Participation Agreements • Attachment D: Service Area • Attachment E: Vendor's Contract Implementation and Transition Plan • Attachment F:MMCAP Contracted Manufacturer List • Attachment G: vendor's Shipping Policy • Attachment H.- Vendor's Stock Outage and Backorder Policy • Attachment P Vendor's Product Return Policy • Attachment J.• Vendor's Product Recall Policies/Procedures • Attachment K- Vendor's Business Interruption Plan • Attachment L: Vendor'Escalation Procedure • Attachment M.• Vendor's Discount Siructurre 2.2. Member Participation Agreements (MPAs) In order to access this Contract some members require jurisdiction-specific additional paperwork or contract language. Vendor must not sign any member documents without prior MMCAP review and approval. If needed, MMCAP will issue a Member-requested Participation Agreement (MPA)that will be amended into to this Contract. No other mechanism of modifying or"attaching to"MMCAP contracts is authorized. The MPA,which will only apply to the requesting Member and must be signed in the following order: Member, Vendor,then MMCAP. Vendor is not required to agree to any additional terms; however, by not agreeing to the MPA Vendor may be precluded from doing business with that Member. In the event a Member requires a fee be added to the Contract price(e.g.,member levied procurement fee or system use fee), that fee must be added on top of the MMCAP- 6 Page 716 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 contracted pricing. Vendor may not absorb the fee. Vendor must not pay a member levied fee without first collecting the fee through increased Product costs. The fees will be set aside and paid to the member as would be detailed in an MPA. Except as provided in a Member-Requested Participation Agreement(MPA)approved by MMCAP and executed by an MMCAP Member, Vendor and MMCAP, all orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract,and no other terms provided by the MMCAP Member will apply to such orders. For each state requiring state specific language,a further Exhibit shall be attached to Attachment C:MMCAP Member Participation Agreements. 2.2.1. Should any of the terms set forth in any attachment conflict with any terms set forth in the Contract document,the terms of the Contract document shall prevail, except when such conflict arises from the state- specific terms set forth in Attachment C MMCAP Member Participation Agreements,in which case the order of precedence set forth in Article 2,Section 2.2.2, shall apply. 2.2.2. Should any terms in the Contract document or other attachments conflict with the state-specific terms set forth in Attachment C,the terms set forth in Attachment C shall take precedence over the terms of the Contract document, but only as between the Vendor and the MMCAP Member and/or MMCAP Participating Facility bound by said state-specific terms. No other State shall be bound by the terms set forth in any other State's state specific language set forth in the Exhibit provided by an MMCAP Member State and attached to Attachment C. 2.2.3. MMCAP and the State of Minnesota shall not be bound by non-Minnesota state-specific terms set forth in any Exhibit included in Attachment C at any time,nor when bringing any enforcement action on behalf of MMCAP or the State of Minnesota. 2.2.4. During the term of this Contract other MMCAP Member States may request the MMCAP Office or the Vendor to amend this Contract to include terms and conditions specific to the requesting MMCAP Member State by attaching an Exhibit to Attachment C specific to that State. If a MMCAP Member State requests an amendment to this Contract to include their state specific requirements,the Vendor must work with the MMCAP Member State and the MMCAP Office to execute an amendment to this Contract in a reasonable period of time. No verbal or written instructions from the MMCAP Member States, MMCAP Participating Facilities, or any of their staff or state officials to change any provision of this Contract will be accepted by the Vendor without the prior written approval of the MMCAP Office. The Vendor will immediately report any such requests to the MMCAP Office. ARTICLE 3: REPRESENTATIONS,WARRANTIES AND CERTIFICATIONS 1. GPO Representation MMCAP represents and warrants that it is a"group purchasing organization"(GPO)as that term is defined under 42 C.F.R. Section 1001.9520)and that it shall comply with all applicable federal and state laws,rules and regulations,including,but not limited to, the provisions set forth in 42 U.S.C. Section 1320a-7b and the "safe harbor regulations" set forth in 42 C.F.R. Section 1001.952. MMCAP is an entity authorized to act as a purchasing agent for a group of entities who are furnishing services for which payment may be made in whole or in part under Medicare or a State health care program, and who are neither wholly-owned by MMCAP nor subsidiaries of a parent corporation that wholly owns MMCAP(either directly or through another wholly-owned entity),and the MMCAP program and this Contract do and will continue to fully comply with the safe harbor described therein. For the purpose of this clause the State of Minnesota shall not be deemed a parent corporation nor shall any state agency or public entity be deemed a subsidiary. 2. Federal Health Care Program Exclusion Vendor represents that it, its directors, officers and employees(i)are not sanctioned individuals or companies and have not been listed by any federal agency as barred, excluded, or otherwise ineligible for participation in federally funded 7 Page 717 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 health care programs as defined in 42 U.S.C. See. 1320a-7b(f)(the"Federal healthcare programs"); (ii) have not been convicted of a criminal offense related to the provision of healthcare items or services, an(iii)are not under investigation or otherwise aware of any circumstances which may result in such Vendor being excluded participation in Federal healthcare programs. Vendor agrees not to contract with any individuals or companies that have been sanctioned, debarred or excluded from participation in any federally funded health care programs to fulfill Vendor's obligations under this Contract. In the event of a breach of this provision,this Contract shall immediately terminate, in spite of any notice and cure provisions to the contrary. Vendor agrees to indemnify,hold harmless and defend the State of Minnesota,MMCAP and its Participating Facilities from any claims, demands or damages which the State of Minnesota, MMCAP and its Participating Facilities may suffer as a result of Vendor's breach of this,Section 2. 3. Debarment by State,its Departments, Commissions,Agencies or Political Subdivisions Vendor certifies that neither it nor its principals is presently debarred or suspended by the State, or any of its departments, commissions,agencies, or political subdivisions. Vendor's certification is a material representation upon which this Contract award is based. Vendor shall provide prompt written notice within five(5) business days to the State's authorized representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances. 4. Certification Regarding Debarment,Suspension, Ineligibility,and Voluntary Exclusion Federal funding will be used or may potentially be used to pay for all or part of the work under the contract, therefore Vendor certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Vendor's certification is a material representation upon which the Contract award is based. 5. Warranties Vendor has good title which is free and clear of all encumbrances. No applicable warranties, whether express or implied, are intended to be disclaimed or diminished by the terms of this Contract, with the exception of the following paragraphs. EXCEPT WITH RESPECT TO PRIVATE LABEL PRODUCTS, VENDOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY SHALL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES(IF OTHER THAN VENDOR)FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF VENDOR HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS CONTRACT. VENDOR AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PASS ON, ON A NON- EXCLUSIVE BASIS, FROM ANY MANUFACTURERS OR SUPPLIERS OF PRODUCTS,THE PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OR SUPPLIER TO THE EXTENT SUCH WARRANTIES ARE TRANSFERABLE. MMCAP AND EACH MMCAP PARTICIPATING FACILITY ACKNOWLEDGE THAT AT ALL TIMES VENDOR SHALL BE ABLE TO RELY FOR ITS OWN BENEFIT ON SUCH WARRANTIES AND VENDOR SHALL NOT BE OBLIGATED TO PASS ON SUCH WARRANTIES IF SUCH ACTION SHALL RESULT IN VENDOR BEING UNABLE TO RELY ON THE WARRANTIES FOR ITS OWN BENEFIT. VENDOR REPRESENTS AND WARRANTS TO CUSTOMER THAT PRIVATE LABEL PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF NINETY(90)CALENDAR DAYS FROM THE DATE OF SHIPMENT. VENDOR'S OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT, AT VENDOR'S OPTION. THIS WARRANTY WILL NOT APPLY(1)IF MMCAP OR MMCAP PARTICIPATING MEMBER MISUSES THE PRIVATE LABEL PRODUCT,(2)ALTERS OR MODIFIES THE PRIVATE LABEL PRODUCT IN ANY WAY, OR (3) RESELLS THE PRIVATE LABEL PRODUCT OR DOES NOT OTHERWISE USE OR ADMINISTER THE PRIVATE LABEL PRODUCT THROUGH ITS EMPLOYEES OR AUTHORIZED AGENTS. NEITHER MMCAP NOR AN MMCAP PARTICIPATING FACILITY SHALL HOLD VENDOR LIABLE FOR ANY 8 Page 718 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND. CUSTOMER AND A FACILITY AGREE TO FILE SOLELY WITH MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES(IF OTHER THAN VENDOR)ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE,OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE,DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES. ARTICLE 4: CONTRACT TERMS AND CONDITIONS I. Contract Effective Date May 31, 2018, or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2, whichever is later. The Commencement Date will be September 29, 2018 after the Contract Effective Date, unless a different, mutually agreeable Commencement Date is agreed upon between the Vendor and MMCAP. 2. Contract Expiration Date On May 31, 2020,the Contract may be extended for up to three(3) additional one(1)year periods upon execution of a written amendment and acceptance of both parties, for a total term not to exceed five(5)years. 3. Contract Termination 3.1. Termination without Cause Either party may cancel this Contract at any time during the term of the Contract,without cause,upon no less than one hundred eighty(180)days' written notice to the other party. Upon termination, Vendor will be entitled to pro rata payment for Services performed in accordance with the terms and conditions of this Contract. 3.2. Termination with Cause Except as set forth in Article 3,Section 2,either party may cancel this Contract at any time, with cause, upon no less than 30 days' written notice to the other party, and shall provide for a 30 day period beginning upon notice for the breaching party to cure all alleged defects. 3.3. Termination for Insufficient Funding MMCAP may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature,or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the Services covered here. Termination must be by written or fax notice to the Vendor. MMCAP is not obligated to pay for any Services that are provided after receipt of notice to Vendor from MMCAP and effective date of termination. However, the Vendor will be entitled to payment, determined on a pro rata basis, for services performed to the extent that funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate fiends. The State must provide the Vendor notice of the lack of funding within a reasonable time of the State's receiving that notice. 3.4. Cancellation by Member States Subject to MMCAP termination rights, MMCAP Member States and MMCAP Participating Facilities may cancel their participation in this Contract with the Vendor at any time upon no less than thirty(30) days' written notice to the other party. Vendor shall be entitled to payment of Products delivered prior to the end of the thirty(30)day notice period. 4. Vendor's Duties The Vendor, who is not a state employee,will provide Products and Services, in accordance with the terms and conditions of this Contract,and as set forth in Attachment 13: Statement of[York, as attached and incorporated herein. 5. Non-Exclusive Agreement MMCAP and Vendor acknowledge that this Contract neither creates nor implies the creation of an exclusive agreement between the parties. 9 Page 719 of 1076 Medical Solutions, Inc. MMCAP Contract No, MMS 18013 6. Eligible Purchasers Starting on the Commencement Date, all MMCAP Participating Facilities located in the United States shall be eligible to purchase Products offered tinder this Contract. In addition, the Vendor must allow newly added MMCAP Participating Facilities, located in the MMCAP Participating Facilities List(password protected and published online at www.mmeap.org), as incorporated herein by reference, to access Contract Products and Services at the pricing set forth on Attachment A throughout the term of this Contract. Upon addition to the MMCAP Participating Facilities List, Vendor shall provide new MMCAP Participating Facilities with immediate access to Contract pricing, MMCAP will provide Vendor with monthly e-snail notices announcing that a new MMCAP Participating Facilities List has been posted online,however Vendor is expected to frequently review the posted MMCAP Participating Facilities List and also maintain its own roster of MMCAP Participating Facilities, since the listing is updated daily on the MMCAP website. In the event that an MMCAP Participating Facility ceases to be a MMCAP Participating Facility of MMCAP, Vendor agrees not to allow such entity to purchase the Vendor's Products and Services related to this Contract. Any MMCAP Participating Facility desiring to utilize the contractual options,terms and conditions described in this Contract may, at its option, and without penalty or liability, terminate any existing contract or other arrangement with Vendor for the sole purpose of participating in the group purchasing arrangement set forth in this Contract. MMCAP reserves the right to add and delete MMCAP Participating Facilities during the term of this Contract. Notwithstanding the foregoing, Vendor shall rely on the MMCAP Membership Listing electronic file available online at www.mmeap.org, which will be sent to Vendor,as such list is updated daily during the term of this Contract. To the extent that Vendor's breach of this section is based upon incorrect information provided by MMCAP in the MMCAP Participating Facilities List, such breach shall be excused. 7. Separate Agreements During the term of this Contract, Vendor will not solicit any MMCAP Participating Facilities or Prospective MMCAP Participating Facilities to enter into or negotiate a separate contract or agreement for the same or substantially equivalent Products offered in this Contract or any amendment, modification, or supplement to this Contract without MMCAP's prior written consent. 8.Products and Services The Vendor shall provide Products and Services to MMCAP Participating Facilities listed on Attachment A. In addition, Vendor must at least offer Products tinder this Contract that are the same or substantially equivalent to the Products that are set forth on Attachment A, Both influenza vaccine distribution and prescription pharmaceutical distribution(including vaccines) are independent, separate service offerings. Unless Vendor is also awarded one or both of these other service offerings through separate contract award processes, it is required that reasonable efforts will be made by Vendor,to not solicit, distribute,or market prescription pharmaceuticals(including vaccines) and influenza vaccines, to MMCAP Participating Facilities tinder this contract. It is also required that Vendor will make reasonable efforts to direct MMCAP Participating Facilities to MMCAP, for guidance on these service offerings. All Products acquired by MMCAP tinder this Contract, are to be purchased for medical use only, and all uses shall be in accordance with such Products Manufacturer's intended use as set forth on the Product's labeling. All Products provided by Vendor tinder this Contract must comply with all applicable federal,state, and local laws, ordinances,rules and regulations, including registration requirements of the Office of the applicable Secretary of State. Vendor will not receive payment for Products/Services found by MMCAP or MMCAP Members to be unsatisfactory, and returned to Vendor pursuant to Vendor's return goods policy or performed in violation of federal, state or local law. 9. Products and Services Pricing 9.1. Competitive Pricing During the term of this Contract, Vendor will perform quarterly pricing reviews of MMCAP Participating Facilities' purchases and competitive pricing data supplied by MMCAP to Vendor. Subject to Vendor's confidentiality 10 Page 720 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 obligations with other GPOs,the pricing reviews will compare the MMCAP Contract Products and Services pricing to other GPOs or government-owned buying groups whose members are a similar class of trade and size to MMCAP's Participating Facilities. Upon mutual consent between MMCAP and Vendor,such consent is not to be unreasonably withheld by Vendor,that the pricing is not competitive, Vendor shall provide written notice to MMCAP within ten(10)business days following any adjustments, lowering prices and/or increasing any discounts applicable to the purchase of the MMCAP Contract Products and Services by MMCAP Participating Facilities. 9.2. Vendor's Published Catalog Price Vendor shall provide a percentage discount for each of Vendor's Contracted Suppliers' categories of Medical Products not listed on Attachment A. The list of the Vendor's Contracted Suppliers' categories of Medical Products must include the percentage discount from the Vendor's published catalog price of the Product within a specific category, and be submitted on the Non-Core Products tab of Attachment A. The specific discount shall apply to each of the Vendor's Contracted Suppliers' categories of medical Products listed. 9.3. Pricing and Percentage Discounts All Product prices and percentage discounts listed on Attachment A, will be considered to be ceiling prices during the term of this Contract, and the ceiling prices and/or percentage discounts set forth on Attachment A,may not be changed unless approved in writing by MMCAP,as set forth in Section 39.2,Amendments. The pricing and percentage discounts listed on Attachment A, must be made available to all MMCAP Participating Facilities regardless of the size or location of the MMCAP Participating Facilities, 9.4. No Additional Fees Unless otherwise stated in this Contract no fee, percentage, or other cost may be added to the Products purchased under this Contract unless the fee, percentage, or cost is defined, and a formal amendment to the Contract is executed by both parties reflecting the agreed upon fee,percentage, or cost. 10. Discounts If applicable to this Contract,the parties understand that the pricing for Products provided as part of this Contract may be considered a"discount" within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. §1001.952(h). In accordance with 42 C.F.R. §1001.952(h), Vendor will comply with any applicable obligations of Vendor as "Seller"or"Offeror"of a discount, as applicable. If selling directly to an MMCAP Participating Facility, Vendor will frilly and accurately report any discount on invoices,statements or reports submitted to MMCAP Participating Facilities. The parties will refrain from doing anything which would impede MMCAP Participating Facilities from meeting its obligations under the discount safe harbor regulations. In accordance with 42 C.F.R. §1001.952(h)MMCAP's Participating Facilities(as "Purchasers")shall disclose the discounts, or value of the Products under the state or federal program which provides cost or charge based reimbursement for the Products covered by this Contract,the net cost actually paid by the MMCAP Participating Facility. In the event a party determines that this discount program may not comply with such statutes,the parties agree to work together to establish a discount structure that meets the requirements of the discount safe harbor regulations set forth in 42 C.F.R. §1001.952(h). 11. Risk of Loss, Damage,and Shipping Terms Shipments under this contract shall be FOB Destination, freight prepaid and allowed, to the MMCAP Participating Facility's receiving dock or if applicable, its pharmacy, unless otherwise agreed to by Vendor and Participating Facility. Title to and risk of loss of the Products covered by this Contract transfers to the MMCAP Participating Facility upon delivery to the MMCAP Participating Facility,as set forth above. During the term of this Contract Vendor shall not add any fuel surcharges to the purchase of any Products covered by this Contract. Notwithstanding the foregoing, emergency orders,rush orders, orders for Products not regularly stocked by Vendor's local servicing Distribution Center, Products dropped shipped from Vendor's Contracted Supplier, and orders not regularly scheduled are subject to an added shipping and handling charge determined by Vendor and disclosed to a MMCAP Participating Facility upon request. Vendor shall have the right to ship the Products at all times via its own vehicle or a carrier selected by Vendor 11 Page 721 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 12. Compliance Vendor shall be in accordance and comply with all applicable federal, state,and local laws, rules and regulations as applicable to each MMCAP Member State, in the performance of this Contract. 13. Failure to Supply MMCAP Core Products Unless the result of a Manufacturer Backorder, if Vendor fails to maintain sufficient inventory of Core Products set forth on Attachment A,to meet the anticipated needs of MMCAP Participating Facilities for Core Products, the ordering MMCAP Participating Facility may purchase an alternate equivalent Product on the open market for the period of time in which the Vendor is unable to provide the Core Product. 14. Purchase Orders and Payment 14.1. No Minimum Purchase Order Requirement There shall be no minimum order requirements or charges, regardless of order size or payment amount. 14.2. Eligible Purchase Orders As a condition for purchasing under this Contract, orders must only be accepted if made by authorized individuals from MMCAP Participating Facilities who are Eligible Purchasers under this Contact as stated in this section and defined in the Key Definitions of this Contract. MMCAP Participating Facilities may use their own forms for Purchase Orders. To the extent that the terms of any form differ from the terms of this Contract,the terms of this Contract supersede. Notwithstanding any terms on an MMCAP Member's Purchase Order form or other form provided by an MMCAP Member, any orders placed by MMCAP Members with Vendor will be priced and offered by Vendor per the terms and conditions of this Contract only,and no other terms and conditions provided by the Member shall apply to such orders. The Contract number and the purchase order number must appear on all documents(e.g., invoices, packing slips, etc.). The terms of this Contract shall apply to each Purchase Order issued by authorized individuals from MMCAP Participating Facilities whether such Purchase Order is communicated by the Purchase Order form, EDI, internet e- commerce, facsimile,orally, or any other method, or whether reference is made to this Contract. 14.3. Verification of Authorized Purchasers Upon request by MMCAP, Vendor must verify that it provides Products and Services pursuant to this Contract only to MMCAP Participating Facilities. Only MMCAP Participating Facilities may purchase Products and Services under the terms of this Contract. Vendor shall rely on the MMCAP membership listing electronic file,which MMCAP will notify to the Vendor on a monthly basis, as such list is updated daily, during the term of this Contract. Additionally, the membership listing is updated daily on the MMCAP website, in order for Vendor to access its latest and most updated version. If such listing is incorrect,Vendor shall not be deemed in breach of this Section. 14.4. Funds Available and Authorized/Non-Appropriation Vendor will not be compensated for Products delivered under a Purchase Order by any entity other than the MMCAP Participating Facility that issued the Purchase Order. By submitting a Purchase Order the MMCAP Participating Facility represents it has sufficient funds currently available and authorized for expenditure to finance the costs of the Purchase Order. 14.5.Termination of Individual Purchase Orders MMCAP Participating Facilities may terminate individual Purchase Orders(other than purchase orders for special orders and emergency preparedness), in whole or in part, immediately upon notice to Vendor, or at such later date as the MMCAP Participating Facility may establish in such notice,upon the occurrence of any of the following events: e The MMCAP Participating Facility fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for the goods to be purchased under the Purchase Order; • Federal or State laws, regulations or guidelines are modified or interpreted in such a way that either the purchase of goods under the Purchase Order is prohibited or the MMCAP Participating Facility is prohibited from paying for such goods from the planned funding source; or 12 Page 722 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 • Vendor commits any material breach of this Contract or a Purchase Order. Upon receipt of written notice of termination, Vendor shall stop performance under the Purchase Order as directed by the MMCAP Participating Facility. Termination of a Purchase Order does not extinguish or prejudice the MMCAP Participating Facility's right to enforce the Purchase Order with respect to Vendor's breach of any warranty or any defect in or default of Vendor's performance that has not been cured, including any right of the MMCAP Participating Facility to indemnification by Vendor or enforcement of a warranty. If a Purchase Order is terminated, the MMCAP Participating Facility must pay Vendor in accordance with the terms of this Contract for goods delivered and accepted by the MMCAP Participating Facility. 14.6. Purchase Order Default All Products furnished will be subject to inspection and acceptance by the MMCAP Participating Facility after delivery, in accordance with Vendor's Product Return Policy as set forth in Attachment L No Product substitutions, shipments of non-conforming goods or Products, or cancellations are permitted without prior written approval of the MMCAP Participating Facility. 14.7. Payment of Purchase Orders Each MMCAP Participating Facility will be responsible for payment of Products provided by Vendor. MMCAP will not be liable for an unpaid invoice of any MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP Participating Facility for all Products shipped. Vendor will accept payment of purchase orders via Electronic Funds Transfer(EFT), credit cards authorized by the ordering MMCAP Participating Facility and any other traditional means of payment. 14.8.Federal Funds Payments to the Vendor for Products ordered by MMCAP Participating Facilities under this Contract may be made from federal funds.The Vendor must agree to accept as payment in frill for the Products, the amount as determined by the federal agency or federal program administering the payments. Vendor shall comply with all applicable federal requirements imposed on these finds as may be identified by the ordering MMCAP Participating Facility. 14.9. Conditions of Payment All Services provided by the Vendor under this Contract must be performed to MMCAP's satisfaction(directed by the MMCAP Participating Facility or MMCAP Member),as determined at the reasonable discretion of MMCAP's Authorized Representative,and in accordance with all applicable federal,state,and local laws, ordinances,rules, and regulations. Unless otherwise set forth in this Contract all Products provided under the terms of this Contract are subject to inspection and acceptance by the MMCAP Participating Facility in accordance with the Vendor's Return Product Policy as set forth in Attachment I. 15. Vendor Fees 15.1.Administrative Fee In consideration for the administrative support and other services provided by MMCAP in connection to this Contract, the Vendor agrees to pay an Administrative Fee of three percent(3%)on all MMCAP Participating Facilities' Net Purchases of Products and Services made directly with the Vendor by the MMCAP Participating Facilities. The payment of the Administrative Fees is intended to be in compliance with the Medicare and Medicaid Patient Protection Act of 1987 (Anti-Kickback Statute), as set forth at 42 USC§ 1320a-7b(b)(3)(C), and the"safe harbor regulation"set forth in 42 C.F. R. §1001.9520) The Vendor will submit a check payable to"State of Minnesota,MMCAP Program"for an amount equal to three percent(3%)for all MMCAP Participating Facilities' Net Purchases covered tinder this Contract. Vendor must provide Administrative Fee data, including amount to be paid,to MMCAP within ten(10)calendar days after the end of each month. The Administrative Fee must be paid as soon as is reasonable after the end of each month, but no later than thirty(30) calendar days after the end of the month. 13 Page 723 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Vendor shall not be required to pay administrative fees on excise tax amounts or returns or other shipments for which Vendor did not collect the purchase price. Vendor will not pay an Administrative Fee on the same purchase to more than one GPO, nor will Vendor split an Administrative Fee on any item between such groups. The parties shall comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(A) and the"Safe Harbor"regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001.952(h)and GPOs set forth at 42 C.F.R. §1001.9520). In this regard,the parties acknowledge that Vendor will satisfy any and all requirements imposed on sellers by these safe harbors; and MMCAP and each MMCAP Participating Facility will satisfy any and all requirements imposed on buyers and GPOs, respectively 15.1.1. Limitations + Vendor will not pay an Administrative Fee on the same purchase to more than one(1)GPO,nor will Vendor split an Administrative Fee on any item between such groups. • Vendor shall have ten(10)business days from the date of notice by MMCAP that the MMCAP Participating Facility is an Eligible Purchaser under this Contract to qualify said new Facility's status and eligibility for inclusion of the purchases by said Facility in the calculation of the Administrative Fee. Vendor will not pay an Administrative Fee on purchases of Products ordered, but not yet delivered, on or prior to the date the Facility joins MMCAP. All sales of Medical Equipment, and service, including repairs,parts and preventive maintenance, are exempt of administrative fees, set forth in Section 15.1, Administrative Fee. Purchases of accessories and consumables for Medical Equipment are still subject to Administrative Fees, unless the accessories and the consumables are included in the service, repair or preventive maintenance of the medical device. 16. Authorized Representatives MMCAP's Authorized Representative is Alan Dahlgren, MMCAP Managing Director, or his/her successor,and has the responsibility to monitor the Vendor's performance. The Vendor's Authorized Representative is David Delgado, Majority Owner or his successor. If the Vendor's Authorized Representative changes at any time during this Contract,the Vendor must promptly notify MMCAP in writing via e-mail addressed to Emilio Graulau, MMCAP's Healthcare Products and Services Coordinator, at: Emilio.Graulau tz state.mn.us or their designee, who will assume that responsibility for Vendor. 17. Notices Notices tinder this Contract shall be in writing,effective upon receipt and shall be sent by any of the following methods (i)facsimile or e-mail with return facsimile or e-mail acknowledging receipt; (ii)United States Postal Service certified or registered mail with return receipt showing receipt; (iii) courier delivery service with proof of delivery; or(iv)personal delivery. Either party to this Contract may change the names and addresses for receipt. To MMCAP; 1111C.AP Healthcare Products &Services Program Coordinator 50 Sherburne Avenue, Suite 112 St. Paul, MN 55155 Email: MMCAPContracts@state.mmus Fax: 651.297.3996 To the Vendor, Medical Solutions, Inc. David Delgado 10401 93"Avenue North, Suite 1.00,Maple Grove, MN 55369 Email: ddelvado@medicalsolutionsine.com Fax: 763-493-4130 14 Page 724 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 18. Indemnification In the performance of this contract by Vendor, or Vendor's agents or employees,the Vendor must indemnify, save,and hold harmless the State, MMCAP, MMCAP Participating Facilities and MMCAP Member States, their agents,and employees("Customer Indemnified Parties"), from any claims or causes of action brought by third parties, including attorney's fees incurred, to the extent caused by Vendor's omissions, and negligent, intentional, or willful misconduct of Vendor in the performance of this Contract. On a comparative negligence basis, the indemnification obligations of this section do not apply in the event the claim or cause of action is the result of a Customer Indemnified Party's sole negligence, intentional, or willful misconduct. This clause will not be construed to bar any legal remedies the Vendor may have for the State's failure to fulfill its obligation under this Contract. Pursuant to the Minnesota Constitution Article XI Section 1, MMCAP cannot indemnify the Vendor. 19. Liability Limitations IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL(INCLUDING LOST PROFITS), PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES INCURRED BY THE OTHER PARTY,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES. ANY COSTS AND EXPENSES INCURRED BY A PARTY TO MITIGATE OR LESSEN ANY DAMAGES OR HARM CAUSED BY A PARTY'S NEGLIGENCE OR ANY FAILURE OF A PARTY TO COMPLY WITH THE WARRANTIES (OTHER THAN THE GPO REPRESENTATION IN ARTICLE 3, SECTION 1) REFERENCED IN THIS CONTRACT SHALL BE CONSIDERED DIRECT DAMAGES. 19.1.Warranty Vendor makes no representation or warranty of any kind, express or implied, as to the merchantability or any Products or their fitness for a particular use or purpose.MMCAP and each MMCAP participating facility shall look to the Manufacturer of Products and the provider of Services(if other than Vendor) for any warranty thereon. No agent, employee, or representative of vendor has any authority to make any affirmation,representation, or warranty concerning Products not set forth in this contract. Vendor agrees to use commercially reasonable efforts to pass on, on a non-exclusive basis, from any Manufacturers or suppliers of Products, the Product warranties provided by the Manufacturer or supplier to the extent such warranties are transferable. MMCAP and each MMCAP participating facility acknowledge that all times Vendor shall be able to rely for its own benefit on such warranties and vendor shall not be obligated to pass on such warranties if such action shall result in Vendor being unable to rely on the warranties for its own benefit. With the exception of Private Label Products, neither MMCAP nor any MMCAP participating facility shall hold vendor liable for any defect in Products or Services, regardless of kind. MMCAP and MMCAP participating facilities agree to file solely with Manufacturer of the Products or provider of the Services(if other than vendor)any claim or lawsuit alleging loss, injury, damage or death arising out of or caused by the use, sale, distribution, or possession of Products or Services. 20. Audits Under Minn. Stat. § 16C.05, subd. 5,the Vendor's books, records, documents,and accounting procedures and practices relevant to this contract are subject to examination by the State, MMCAP, and/or the State Auditor or Legislative Auditor,as appropriate, for a minimum of six(6)years from the end of this contract. MMCAP and any MMCAP Participating Facility served by the Vendor shall have the right to audit Vendor to determine the validity of invoice pricing. Audits may be conducted by representatives of MMCAP in collaboration with other state and federal authorities. Such audits may be conducted only during ordinary business hours and upon reasonable prior notice to Vendor. The Vendor and MMCAP and/or the MMCAP Participating Facility shall each be responsible for its own costs associated with any audit, including reasonable costs related to the production of records and/or other documents requested by the other party. 15 Page 725 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 21. Government Data Practices The Vendor and MMCAP must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13 as it applies to all data provided by MMCAP under this contract,and as it applies to all data created, collected, received, stored, used,maintained, or disseminated by the Vendor under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act,Minn. Stat. Ch. 13,by either the Vendor or MMCAP. If the Vendor receives a request to release the data referred to in this clause, the Vendor must immediately notify MMCAP. MMCAP will give the Vendor instructions concerning the release of the data to the requesting party before the data is released. Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation by Vendor of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision of the Contract. 22. Intellectual Property and Data MMCAP owns all rights,title, and interest in MMCAP customer data, sales transaction data, DEA/HIN information (subject to third-party rights), contract pricing, EDI transaction data,reverse distribution data, and payment data, including copyrights and trade secrets contained therein. MMCAP grants to Vendor a revocable, nontransferable, filly paid license, for the term of this Contract,to (i)release state specific data to an MMCAP Member's State Contact, MMCAP Participating Facilities; (ii)release any of the above data to Product Manufacturers, when necessary for the performance of this Contract or as required by Vendor's agreements with such Product Manufacturers; (iii)to release any of the above data to other MMCAP-approved third parties,when necessary for the performance of this Contract; (iv) provide MMCAP Participating Facility purchase data to third-party aggregators,subject to Vendor's reasonable efforts to require such data aggregators to protect any identifiable data from discovery by another third party and subject to written approval by MMCAP; (v) provide MMCAP Participating Facility purchase data to other GP4s of wbich the MMCAP Participating Facility is also a member, provided such data will not include MMCAP-identifiable data; and(vi)use any of the above data for its internal purposes. Any MMCAP identifiable data provided hereunder to a third party must identify the data as MMCAP data and subject to Minn. Stat. Ch. 13. Vendor hereby agrees that in the event that an MMCAP Member or MMCAP Participating Facility requests in writing that its purchase data be kept confidential, such data will not be provided to third party aggregators. Vendor owns all rights,title, and interest to any aggregated data identifiable as not arising from this Contract and any other intellectual property created for or presented to MMCAP. Vendor grants to MMCAP an unlimited, non-revocable, non-transferable,fully paid license, for the term of this Contract,to use all intellectual property created for or presented to MMCAP under this Contract. 22.1.Pre-Existing Intellectual Property Subject to the license rights set forth above,MMCAP and Vendor shall each retain ownership of, and all right and, title and interest in and to, their respective pre-existing intellectual property. Vendor grants to State an unlimited, royalty-free, paid up,perpetual, non-exclusive, irrevocable, non-transferable license to use and modify any pre- existing Vendor intellectual property, including marketing materials and materials contained in solicitation responses provided by Vendor to MMCAP, an MMCAP Member,or MMCAP Participating Facility. The aforementioned license is solely for use by MMCAP, an MMCAP Member,or MMCAP Participating Facility, and its agents related to an internal business purposes. 22.2.Private Label Products Indemnification Vendor will defend, indemnify and hold the Customer Indemnified Parties harmless from any action or other proceeding brought against a Customer Indemnified Party by a third party to the extent that it is based on a claim that the use of the Private Label Products delivered under this Contract infringes any U.S. copyright, patent or trademark. Vendor will pay costs and damages finally awarded against a Customer Indemnified Party as a result thereof; provided,that a Customer Indemnified Party(i)notifies Vendor of the claim within ten(10)business days, (ii) 16 Page 726 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 provides Vendor with all reasonably requested cooperation, information and assistance,and(iii)gives Vendor sole authority to defend and settle the claim subject to applicable state law. (i)Exclusions Vendor will have no obligations under this Section 22.2 with respect to claims arising from: (I)modifications to Private Label Products that were not performed by Vendor; (2)misuse of the Private Label Products; (3) compliance with specifications provided by a Customer Indemnified Party; or(4)the use or integration of Private Label Products delivered under this Customer in combination with other Products or other technologies not provided by Vendor, if the claim would not have arisen but for the particular combination. THE FOREGOING ARE VENDOR'S SOLE AND EXCLUSIVE OBLIGATIONS,AND CUSTOMER INDEMNIFIED PARTIES' SOLE AND EXCLUSIVE REMEDIES,WITH RESPECT TO OR ARISING OUT OF THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO PRIVATE LABEL PRODUCTS. (ii) Injunctions If a Customer Indemnified Party's use of any Private Label Products delivered under this Contract is, or in Vendor's opinion is likely to be, enjoined due to a claim of infringement or misappropriation as specified in Section 23.2 above then Vendor may, at its sole option and expense: (1) obtain for a Customer Indemnified Party the right to continue using such Private Label Products under this Contract; (2)replace or modify such Private Label Products to avoid such a claim,provided that the replaced or modified Private Label Products is substantially equivalent in function to the affected Private Label Products;or(3)if options(1)and(2)above are not practical in Vendor's reasonable opinion,then Vendor may take possession of the affected Private Label Products and terminate a Customer Indemnified Party's rights and Vendor's obligations under this Contract in respect of such Private Label Products, and upon any such termination Vendor will refund to a Customer Indemnified Party the purchase price of the affected Private Label Product net any discounts,rebates or other adj ustments. 23. Workers' Compensation and Other Insurance Vendor certifies that it is in compliance with all insurance requirements specified in the solicitation document relevant to this contract. Vendor shall not commence work under the contract until they have obtained all the insurance specified in the solicitation document. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Further, the Vendor certifies that it is in compliance with Minn. Stat. § 176.181, subd.2, pertaining to workers' compensation insurance coverage. The Vendor's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way MMCAP's obligation or responsibility. Vendor shall not commence work under the contract until they have obtained all the insurance described below and MMCAP has approved such insurance. Vendor shall maintain such insurance in force and effect throughout the term of the contract. Vendor is required to maintain and furnish satisfactory evidence of the following insurance policies: 23.1. Workers' Compensation Insurance Except as provided below, Vendor must provide Workers' Compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota, including Coverage B, Employer's Liability. Insurance minimum limits are as follows: $100,000—Bodily Injury by Disease per employee $500,000—Bodily Injury by Disease aggregate $100,000—Bodily Injury by Accident If Minnesota Statute 176.041 exempts Vendor from Workers' Compensation insurance or if the Vendor has no employees in the State of Minnesota, Vendor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Vendor from the Minnesota Workers' Compensation requirements. 17 Page 727 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 If during the course of the contract the Vendor becomes eligible for Workers' Compensation,the Vendor must comply with the Workers' Compensation Insurance requirements herein and provide MMCAP with a certificate of insurance. 23.2. Commercial General Liability Insurance Vendor will maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease,death,and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Vendor or by a subcontractor or by anyone directly or indirectly employed by the Vendor under the Contract. Insurance minimum limits are as follows: • $2,000,000—per occurrence • $2,000,000—annual aggregate • $2,000,000—annual aggregate—Products/Completed Operations The following coverages must be included: • Premises and Operations Bodily Injury and Property Damage • Personal and Advertising Injury • Blanket Contractual Liability • Products and Completed Operations Liability • MMCAP named as an Additional Insured 23.3. Commercial Automobile Liability Insurance Auto Liability insurance is not necessary unless the Vendor, Vendor's employees, or subcontractors will be driving on state property or on the property of MMCAP Members or MMCAP Participating Facilities or will be using, owned, hired, or non-owned vehicles to conduct business on behalf of MMCAP. Vendor will maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned,hired,and non-owned autos which may arise from operations under this Contract, and in case any work is subcontracted the Vendor will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows: • $2,000,000—per occurrence Combined Single limit for Bodily Injury and Property Damage In addition,the following coverages should be included: • Owned, Hired, and Non-owned Automobile 23.4. Profess ionaI/Technical, Errors and Omissions,and/or Miscellaneous Liability Insurance This policy will provide coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under the contract. Vendor is required to carry the following minimum limits: $2,000,000—per claim or event $2,000,000—annual aggregate Any deductible will be the sole responsibility of the Vendor. 18 Page 728 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Vendor shall maintain such insurance for a period of at least three(3)years, following completion of the work. If such insurance is discontinued,extended reporting period coverage must be obtained by Vendor to fulfill this requirement. 23.5.Additional Insurance Conditions • Vendor's General Liability and Automobile Liability policy(ies)shall be primary insurance to any other valid and collectible insurance available to MMCAP with respect to any claim arising out of Vendor's performance under this Contract, except to the extent such liability is caused by MMCAP; • Vendor shall provide thirty(30)days' advanced written notice to MMCAP in the event of policy cancellation; • Vendor is responsible for payment of Contract related insurance premiums and deductibles; • If Vendor is self-insured, a Certificate of Self-Insurance must be attached; • Vendor's policy(ies) shall include legal defense fees; • Vendor shall obtain insurance policy(ies) from insurance company(ies) having an"AM BEST"rating of A- (minus); Financial Size Category(FSC) VII or better,and authorized to do business in the State of Minnesota(except if self-insured or via captive insurance); and • An Umbrella or Excess Liability insurance policy may be used to supplement the Vendor's policy limits to satisfy the full policy limits required by the Contract. 23.6. MMCAP reserves the right to terminate the Contract in accordance with Article 4,Section 3.2, if the Vendor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Vendor. All insurance policies must be open to inspection by MMCAP, and copies of policies must be submitted to MMCAP's authorized representative upon written request. 23.7.The Vendor is required to submit Certificates of Insurance acceptable to MMCAP as evidence of insurance coverage requirements prior to commencing work under the contract. 24. Publicity and Endorsement 24.1. Publicity Any publicity by Vendor regarding the content of this Contract must identify MMCAP as the sponsoring agency and must not be released without prior written approval from MMCAP's Authorized Representative. Any publicity by MMCAP regarding the subject matter of this Contract must not be released without the prior written notice of Vendor's Authorized Representative, except that either party may publicize non-trade secret or public information in the normal course of business in order to promote its services. For purposes of this provision,publicity includes notices, informational pamphlets,press releases, research,reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. 24.2. Endorsement The Vendor must not claim that MMCAP endorses its Products or Services, nor may MMCAP claim that Vendor endorses its Products or Services. 25. Direct Marketing,Advertising, and Offers with Participating Facilities Any direct advertising,marketing, or direct offers the Vendor intends to distribute in any form to MMCAP Participating Facilities for Contract Products must be approved in writing by the MMCAP Office. 26. Governing Law,Jurisdiction and Venue Minnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. Except to the extent that the provisions of this Contract are clearly inconsistent therewith,this Contract will be governed by the Uniform Commercial Code(UCC)as adopted by the State of Minnesota. To the extent 19 Page 729 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 this Contract entails delivery or performance of services, such services will be deemed"goods"within the meaning of the UCC except when to do so is unreasonable. 27. Antitrust The Vendor hereby assigns to the State of Minnesota any and all claims for overcharges as to Products provided in connection with this Contract resulting from antitrust violations that arise under the antitrust laws of the United States and the antitrust laws of the State of Minnesota. 28. Data Disclosure Under Minnesota Statute § 270C.65, Subdivision 3 and other applicable law,the Vendor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Vendor to file state tax returns, pay delinquent state tax liabilities,if any, or pay other state liabilities. 29. Payment to Sub-Contractors(If Applicable) As required by Minnesota Statute § 16A.1245, the prime Vendor must pay all subcontractors, less any retainage, within 10 calendar days of the prime Vendor's receipt of payment from the State for undisputed services provided by the subcontractor(s)and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s). 30. Minnesota Statute§ 181.59 The Vendor will comply with the provisions of Minnesota Statute § 181.59 which requires: Every contract for or on behalf of the state of Minnesota, or any county, city,town,township,school, school district, or any other district.in the state, for materials, supplies,or construction shall contain provisions by which the Vendor agrees: (1)That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract,no Vendor, material supplier,or Vendor, shall,by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; (2)That no Vendor, material supplier,or Vendor,shall,in any manner, discriminate against,or intimidate, or prevent the employment of any person or persons identified in clause(1)of this section, or on being hired, prevent,or conspire to prevent, the person or persons from the performance of work under any contract on account of race,creed, or color; (3)That a violation of this section is a misdemeanor; and(4)That this contract may be canceled or terminated by the state,county, city, town, school board, or any other person authorized to grant the contracts for employment,and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 31. Affirmative Action Requirements for Contracts in Excess of$100,000 and if the Vendor has More than 40 Full-Time Employees in Minnesota or its Principal Place of Business MMCAP intends to carry out its responsibility for requiring affirmative action by its Vendors. 31.1. Covered Contracts and Vendors If the Contract exceeds$100,000 and the Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Vendor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600. A Vendor covered by Minn. Stat. §363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance,must certify that it is in compliance with federal affirmative action requirements. 31.2. Minn. Stat. §363A.36 Minn. Stat. §363A.36 requires the Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation of a 20 Page 730 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. 31.3. Minn. R. 5000.3400-5000.3600 a. General Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to,parts 5000.3420- 5000.3500 and 5000.3552-5000.3559. b. Disabled Workers The Vendor must comply with the following affirmative action requirements for disabled workers. 1. The Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Vendor agrees to take affirmative action to employ,advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following:employment, upgrading,demotion or transfer,recruitment, advertising,layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 2. The Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 3. In the event of the Vendor's noncompliance with the requirements of this clause,actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36,and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 4. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. 5. The Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the vendor is bound by the terms of Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. a. Consequences The consequences for the Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this contract by the Commissioner or MMCAP. b. Certification The Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 32. Certification of Nondiscrimination (In Accordance with Minn. Stat. § 16C.053) The following term applies to any contract for which the value, including all amendments, is $50,000 or more: Vendor certifies it does not engage in and has no present plans to engage in discrimination against Israel,or against persons or entities doing business in Israel,when making decisions related to the operation of the Vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal,terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason. 21 Page 731 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 33. Contingency Fees Prohibited Pursuant to Minnesota Statutes Section 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. 34. Force Majeure Neither party hereto will be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God,war, riot, fire, or raw material or transportation shortages that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable. Except for provisions of this Contract relating to protection of Trade Secrets and the obligation of payment, neither party will be liable for non-performance caused by circumstances beyond their reasonable control, including, but not limited to (i)Acts of God, explosion, flood, lightning, tempest, fire or accident; (ii)war,hostilities(whether war is declared or not), invasion, acts of foreign enemies; (iii)rebellion,revolution, insurrection,military or usurped power or civil war; (iv)riot, civil commotion or disorder; (v)acts,restrictions, regulations,refusals to grant any licenses or permission,prohibitions or measures of any kind on the part of any local, state, national, governmental or supra-governmental authority; (vi) state government shutdown;(vii)import or export regulations or embargos;(viii)defaults of subcontractors where such default is itself caused by force majeure. 35. Severability If any non-material provision of the Contract, including items incorporated by reference, or any application of the terms thereof, shall be found to be illegal, invalid, unenforceable,or void,then both MMCAP and the Vendor will be relieved of all obligations arising under such provisions. The remainder of the Contract,including all provisions and the application of such provisions, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 36. Escalation Procedures If Vendor and an MMCAP Participating Facility(the "Parties")have disputes related to either Parties' perfonnance under this Contract,then the Parties will first utilize the Vendor's Government Sales Escalation Procedure as set forth on Attachment L of this Contract. If the disputes cannot be resolved,the Parties will handle resolution of the unresolved disputes using the following procedure set forth below. 36.1.Notification The Parties shall promptly notify each other of any known unresolved dispute and work in good faith to resolve such dispute within five(5)business days. Absent resolution after five (5)business days, parties shall proceed to Documentation and Escalation steps described below. 36.2. Documentation The Parties will jointly develop a written summary of the unresolved dispute within five(5) business days that describes the issue(s), relevant impact, and positions of both parties. The summary must be sent by the Vendor to the MMCAP Office, the MMCAP Participating Facility, and the Vendor's MMCAP Primary Account Representative. 36.3. Escalation of Dispute If the Parties are unable to resolve the issue in a timely manner, as specified above, either the MMCAP Participating Facility or Vendor may escalate the resolution of the issue to a higher level of management. Where escalation of the issue proves ineffective, either Party may contact the MMCAP Office and/or the Vendor's MMCAP Representative for further resolution. When escalated to MMCAP, a teleconference will be scheduled with the MMCAP Office and the Vendor's MMCAP Primary Account Representative to review the briefing document and develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all relevant parties to the dispute including; the MMCAP Office,the MMCAP Participating Facility,and Vendor. 22 Page 732 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 36.4. Resolution Plan Upon development of a plan and timeline for resolution, a Party will have a reasonable amount of time to cure the issue, but in no event longer than thirty(30)business days, except by express written agreement of the Parties. Failure to cure any defect within thirty(30)business days shall give the non-breaching Party cause to declare a material breach, subject to the termination rights set forth herein. a. Vendor Failure on Member Contract Attachment 1. Upon identifying non-attachment of MMCAP Members, to the Products and pricing of this Agreement, Vendor has ten(10)calendar days, following written notice from the MMCAP Office, in order to process credits to the MMCAP Member(s)on Products under the pricing of this Agreement, and to report such activity of sales to the MMCAP Office in the Sales Data Usage and Administrative Fee Data Report, 2. In the event the service failure remains uncured, and Vendor has not applied such credits to the MMCAP Member(s), and not reported the sales to the MMCAP Office, Vendor must pay the amount of the assessed and non-reported Administrative Fee activity to MMCAP, no later than ten(10) business days upon notification from the MMCAP Office, and a fee of$500 per business day thereafter. 3. If the Vendor does not comply with the assessed fees and amounts as specified above, MMCAP reserves the right to pursue any remedy available at law, including, without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. b. Vendor Failure on Reporting Requirements 1. Upon the non-receipt of reporting activity from the Vendor,and following written notice from the MMCAP, (i) Vendor has ten(10)calendar days in order to submit the required reporting activity to the MMCAP Office, (ii)and if applicable,to process any credits to the affected MMCAP Member(s). 2. In the event the material breach has not been cured, Vendor must pay any amounts assessed on non- reported activity to MMCAP, no later than ten(10)business days upon notification from the MMCAP Office, and a fee of$500 per business day thereafter. 3. If the Vendor does not comply with the assessed fees and amounts as specified above, MMCAP reserves the right to pursue any remedy available at law, including, without limitation, tennination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. c. Vendor Failure on Pricing Accuracy 1. Upon identifying pricing inaccuracy on the sales of Products under this Agreement, and following written notice from the MMCAP Office, Vendor has ten(10) business days in order to process credits to the MMCAP Member(s). 2. In the event the material breach has not been cured, and upon written notification by the MMCAP Office, (i)Vendor must pay a fee of$500 per business day thereafter to the MMCAP Office,and(ii)resolve applicable credits to the affected MMCAP Member(s), no later than ten (10)business days after written notification. 3. If the Vendor does not comply with the assessed credits to the MMCAP Member(s), and the fees and as specified above, MMCAP reserves the right to pursue any remedy available at law, including, without limitation, termination of the Contract and/or debarring the Vendor from receiving a Contract from the State of Minnesota. 36.5.Jurisdiction and Venue of Put-chase Orders Upon completion of the Dispute Resolution process outlined in this Contract, and solely with the prior written consent of MMCAP and the State of Minnesota Attorney General's Office,the MMCAP Member may bring a claim, action, suit or proceeding against Vendor. The MMCAP Member's request to MMCAP to bring the claim, action, suit, or proceeding must state the initiating party's desired jurisdiction, venue and governing law. Upon completion of the Dispute Resolution process outlined in this Contract, the Vendor may bring a claim, action, suit or proceeding against MMCAP Member, in Vendor's sole discretion. 36.6. Mandatory Resolution Plan without Need for Prior Escalation A mandatory resolution plan and timeline shall be created by the Parties,without the prior need for Escalation of Dispute, when any of the following circumstances occur. Failure to correct identified defects, as set forth below in 23 Page 733 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Sections 36.6.1,through 36.6.8, within the agreed upon time, not to exceed thirty(30)business days, or the reoccurrence of any event under Section 36 within ninety(90)days of initial resolution, shall give MMCAP cause to declare a material breach,subject to the termination rights set forth herein, Failure to correct identified defects, as described below, shall grant cause for any affected MMCAP Member or MMCAP Participating Facility to terminate this Contract in accordance with Section 3 of Article 4. 36.6.1. Reports Vendor submits any such required report or data in a manner that materially fails to comply with the applicable provisions set forth in this Contract. 36.6.2. Invoices If an MMCAP Participating Facility places an order for Product and receives a separate invoice for any fee not directly related to the cost of the Product from the Vendor without providing a separate invoice that references the same invoice number or purchase order number that is indicated on the Product invoice or purchase order. 36.6.3. Unauthorized Fees Vendor charges an MMCAP Participating Facility any fee not authorized by this Contract or any attachment hereto. 36.6.4. Inventory Management MMCAP Contract Products which also include Products resulting from MMCAP's direct contracts with Manufacturers are not loaded, stocked(based upon usage,request, notice of usage or due to barriers created by Vendor to avoid stocking the Product), and viewable by all MMCAP Participating Facilities, as required pursuant to this Contract and within the timelines set forth herein. 36.6.5. Delivery Delays Deliveries made by the Vendor are not in accordance with the time schedules specified in Attachment B or as otherwise agreed upon by the Vendor and MMCAP Participating Facility. 36.6.6. Ordering Information Products and pricing are not loaded correctly into the Vendor's Product ordering system and an MMCAP Participating Facility must order alternatives to the MMCAP Contracted Products due to the Vendor's error. 36.6.7. Business Interruption Plan Vendor experiences a systemic business interruption that materially affects Vendor's ability to perform its obligations under this Contract, excluding those systemic business interruptions caused by an event of force majeure; change in applicable laws, rules or regulations or interpretation or application thereof, changes in Manufacturer policies or procedures; or any other event outside the reasonable control of Vendor. 36.6.8. Required Licenses,Permits, and Registration Vendor fails to maintain all necessary licenses, permits and registrations required by state, local and federal agencies. Vendors must make such documentation available upon request by the MMCAP Office. 36.7.Performance while Dispute is Pending Notwithstanding the existence of a dispute,the Vendor must continue without delay to carry out all of their responsibilities under the Contract. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by MMCAP and/or MMCAP Participating Facilities as a result of such failure to proceed shall be borne by the Vendor. 36.8. No Waiver This clause shall in no way limit or waive either party's right to seek available legal or equitable remedies. 24 Page 734 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS18013 37. Required Licenses,Permits and Registration Vendor shall have in place prior to the start of the Contract, and must maintain for the term of the Contract, all applicable current licenses, permits and registrations required by state, local and federal agencies in order to fulfill the obligations under this Contract. Vendors must make such documentation available upon reasonable request by the MMCAP Office. 38. DEA License/H1N The Vendor shall not require an MMCAP Participating Facility to have a DEA number in order to obtain Products unless the MMCAP Participating Facility places orders for controlled substances. MMCAP Participating Facilities will have HIN numbers assigned by the MMCAP Office, or proof of applicable state licensure from MMCAP Participating Facilities. 39. Assignment,Amendments,Waiver,and Entire Contract 39.1.Assignment Neither party may neither assign nor transfer any rights or obligations under this Contract without the prior written consent of the other party and a frilly executed Assignment Agreement, executed and approved by the same parties who executed and approved this Contract, or their successors in office. 39.2. Amendments Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract, or their successors in office. 39.3.Waiver If a party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it. 39.4. Entire Contract This Agreement constitutes the entire Contract between MMCAP and the Vendor. This Contract shall exclusively govern the purchases of Products that occur during the Term. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. 40. Survival of Terms The following clauses survive the expiration, termination or cancellation of this Contract: 18, Indemnification; 19. Liability Limitations; 20. Audits; 21. Government Data Practices; 22 Intellectual Property and Data; 24. Publicity and Endorsement; 26. Governing Law Jurisdiction,and Venue; 28. Data Disclosure. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 25 Page 735 of 1076 Page 736 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS18013 41.E-Verify Certification (In Accordance with Minn.Stat.§16C.075) For services valued in excess of$50,000,Contractor certifies that as of the date of services performed on behalf of the State,Contractor,all its subsidiaries and its subcontractors,if any,will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E- Verify Subcontractor Certification Form available at: littp:Hw\vNv.miiid.,,idiiiiii.statC.11111.Lls/doc/EvcrifyStibCcrtForni.doc. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request. 1. MEDICAL SOLUTIONS,INC. Z. STATE OF MI SOTA FOR MMCAP q inn, 1, The Vendor certirics that the appropriate person(s)have executed this In accordance "u", 16(0 ,`Lm' Agreement on behalf of the Vendor as required by applicable articles, bylaws,resolutions,or ordinances. By: L j,1,TL, L By: )_ K_ Title: Title: Date: Date: 3. COMMISSIONER OF ADMINISTRATION In accordan with Minn.Slat.§ 16C,05,subd.2 By: ?h_aG1y_z'D'-s Title: Date* [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK) 26 Page 737 of 1076 Page 738 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT A: PRODUCTS AND PRICING The MMCAP Participating Member will receive the Contract pricing as set forth, in the following tabs: the Brand Label Core Products tab; the Private Label Core Products tab;the Non-Core Products.*tab;the Equipment Schedule tab,and the Additional Value Offerings tab. The price file for Attachment A on this Agreement, is located next to the Contract, on the MMCAP website (http:lhvww.mmd.admin.state.mn.us/MMCAP/Contracts/Default.aspx), and login credentials are required in order to access it. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 4 The listed categories in the Non-Core Products tag,are intended to cover the Vendor's current catalog Products,which are not listed in the remaining tabs. 27 Page 739 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT B: STATEMENT OF WORK AND VENDOR PERFORMANCE REQUIREMENTS I. OPERATIONAL REQUIREMENTS 1.Vendor Service Area As of the Contract Commencement Date, Vendor will provide all Products and related Services, including those Products and Services of its subsidiaries, covered under this Contract, on a timely basis,to all of the MMCAP Participating Facilities located within the Service Area listed in Attachment D of this Contract. MMCAP reserves the right to add or delete MMCAP Members at any time, during the Contract term. 2. Required Vendor Personnel Vendor must maintain sufficient personnel, including but not limited to, the personnel listed below, who can provide comprehensive and timely customer services and support to the MMCAP Participating Facilities and the MMCAP Office. Vendor's personnel must have professional qualifications, training and experience,to provide support related to the Products and Services covered by this Contract. In addition, Vendor represents and warrants that its personnel have validated competencies in accordance with all applicable law and regulatory agencies, related to Services and Products covered by this Contract. Upon request, Vendor will provide written documentation to the MMCAP Office and/or the MMCAP Participating Facilities and/or MMCAP Member State Contact, substantiating competencies of its personnel, servicing this Contract. Vendor personnel must include but are not limited to the following: • Primary Account Representative, alternate Account Representative, sales representatives; • customer service representatives; • clinical representatives; • distribution center representatives; • MMCAP Contract representatives for the MMCAP Office; • MMCAP Contract representatives for the MMCAP Members; • MMCAP account representatives; • Product marketing specialists; • Product training and education specialists; • supply chain improvement specialists; • Product ordering system technical support and training specialists; • Contract implementation and transition team; • account payable/receivable specialists,capable of addressing and timely solving invoice/credit rebill inquiries. 3. Customer Service to MMCAP Office. 3.1.The Vendor will provide its customer service function to the MMCAP Office,by assigning a Primary Account Representative to the MMCAP Office, and must provide a minimum of 72 hours' advanced notice to MMCAP, if that person is reassigned. The Primary Account Representative will be responsible to discuss at a minimum, but not limited,the following topics: • Customer satisfaction; • Vendor performance; • specific account performance; • required reports; • other Contract related issues. a.The Vendor's designated Primary Account Representative for the MMCAP Office will be as follows(or the Vendor's named successors): 28 Page 740 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Name ITitle Office Address Contact Information David Delgado Majority 10401 93rd Ave. N, Ste, 100 Phone: 888-557-8020 Owner/Contract Maple Grove, MN 55369 Mobile Phone: 612-743-8877 Manager Fax: 877-557-9123 Email: ddelgado@medicalsolutionsinc.com Phone: Mobile Phone: Fax:. Email: Phone: Mobile Phone: Fax: Email: b. The alternate Account Representatives will be: Name Title Office Address Contact Information Lynn Meyers Key 1040193 rd Ave. N, Ste, 100 Phone: 888-557-8020 Account/MMCAP Maple Grove, MN 55369 Mobile Phone: 612-747-1622 Contract Sales Fax: 877-557-9123 Email: It'neyers@medicalsolutionsinc.com medicalsolutionsinc.com Phone: Mobile Phone: Fax: Email: Plione: Mobile Phone: Fax: Email: c.Additional functional contacts are: Name Title Office Address Contact Information Curt Wilson Customer 10401 93rd Ave. N, Ste, 100 Phone: 888-557-8020 Service/Technical Maple Grove, MN 55369 Mobile Phone: 651-283-9126 Support Fax: 877-557-912.3 Email: ewilson@medicalsolutionsinc.com medicalsolutionsinc.com lenette Satriano Accounting/Custome 10401 93rd Ave.N, Ste, 1.00 Phone:: 888-557-802.0 r Service Maple Grove, MN 55369 Mobile Phone: Fax: 877-557-9123 Email: jsatriano@medicalsolutionsinc.com Phone: Mobile Phone: Fax: Email: 29 Page 741 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 d. In the event the MMCAP Office determines the Primary Account Representative is non-responsive, the MMCAP Office will escalate issues to the following individuals to take appropriate corrective action for problem resolution: Name Title Office Address Contact Information Curt Wilson Customer 10401 93rd Ave. N, Ste, 100 Phone: 888-557-8020 Service/Technical Maple Grove, MI's 55369 Mobile Phone: 651-283-9126 Support Fax: 877-557-9123 Email: cwilsonmedicalsolutionsine.com Lynn Meyers Key 10401 93rd Ave. N, Ste, 100 Phone: 888-557-8020 Account/MMCAPCo Maple Grove,MN 55369 Mobile Phone: 612-747-1622 ntract Sales Fax: 877-557-9123 Email: lrneyers@3a mcdicalsolutionsine.com Phone: Mobile Phone: Fax: Email: e. The Vendor shall notify the MMCAP Office of changes in the Vendor's key administrative personnel, in advance and in writing. Any employee of Vendor, who, in the opinion of the MMCAP Office, the MMCAP Participating Facilities or the MMCAP Participating Member State Contacts is unacceptable,will be rernoved from the project upon written notice to the Vendor; provided, however, any such removal must be for lawful reasons. In the event that an employee is removed pursuant to a written request from MMCAP's authorized representative,the Vendor will have ten(10) business days in which to fill the vacancy with an employee, in Vendor's sole discretion. There will be no charge to the MMCAP Office, MMCAP Member States or the MMCAP Participating Facilities, for assigning replacement personnel. Vendor agrees that each such replacement personnel have the necessary orientation, background, knowledge, skills,and abilities, to perform in the position replaced. Such replacement personnel might be subject to advance approval by the MMCAP Office,the MMCAP Participating Facilities, and the MMCAP Member State Contact. 3.2. Customer Service Department Vendor must maintain through the term of this Contract, a toll-free customer service call center. If the Responder is servicing the entire national MMCAP Membership then the call center operational hours must cover all the U.S, time zones, including Alaska and Hawaii, during normal business hours,and have a system to respond to emergency calls during its non-operational hours. If the Responder is proposing for a specific region then its call center must adequately cover the specific geographical area and time zones contained within the proposed region. The call center representatives must be capable of responding to telephone or electronic message inquiries(e,g, email, or text inquiries, from hand-held messaging devices),from the MMCAP Participating Facilities and the MMCAP Office. The call center representatives must also have the corporate authority, experience and training to respond to any inquiry related to the MMCAP Contract. Vendor shall provide the MMCAP Participating Facilities access to the Vendor's customer service department, which at a minimum, consists of the following: Customer support center located at: 10401 93rd Avenue N. Suite 100, Maple Grove, MN 55369; 30 Page 742 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 15013 • Customer service hours of operation are 7:OOAM CST- 6:OOPM CST,excluding the following national holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. • Access to customer service representatives, with principal responsibilities in the areas of but not limited to: order entry, shipping, delivery, ordering, stocking issues, and other general customer service requests, can be reached toll free at 888-557-8020; by fax at, 877-557-9123 or by e-mail at sales@mcdicalsolutionsine.com. • Technical support is available 7:OOAM CST-6:OOPM CST, Technical support can be reached toll free by calling 888-557-8020, or by email at sales @a medicalsolutionsine.coun. Additional technical support will come from the manufacturers. See Vection 2.11, of 11. Contract Transition and Implementation,for more details on technical support for Product ordering. • Emergency Call Procedures: To be used for life critical emergency situations only,that requires Product before the Next Scheduled Delivery Day. o During normal business hours(Monday-Friday)7:OOAM CST-6:OOPM CST,call customer service at 888-557-8020. o Outside normal business hours, please call 888-557-802.0 and follow prompt to be routed to voicemail/forwarding or contact the individual cell phones listed. 3.3. MMCAP Participating Facility Customer Account Representatives Vendor will have a designated account representative appointed by the Vendor's Primary Account Manager, who can address Contract related issues, as initiated by MMCAP Participating Facilities located in each MMCAP Member State. Upon request,the representatives will meet with MMCAP Office,MMCAP Member State/City Representatives and the MMCAP Participating Facilities,to discuss at a minimum,but not limited to, the following: • Customer satisfaction; • Vendor performance; • State account performance; • Reports (e.g., Contract compliance); • Invoices for charge-backs and/or Products not billed to Medicare; • Other contract related issues. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 31 Page 743 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 11. CONTRACT TRANSITION, IMPLEMENTATION AND MANAGEMENT 1. MMCAP Contract Transition and Implementation In completing the transition of this Contract, Vendor shall work with the MMCAP Office,MMCAP Member State Contacts and MMCAP Participating Facilities, to determine the appropriate steps and schedule for the transition. Vendor acknowledges that the transition may be dependent upon the terms of the MMCAP Participating Facilities' existing contracts with Manufacturers and Distributors, Vendor's procedure for implementing and transitioning MMCAP Participating Facilities to this Contract is set forth on Attaclsrn ent E: 1,endor's Contract Irniplementation and Transition Plans. I.I. Mutual Exchange of Account Based Information Within sixty(60)days, before the Commencement Date of this contract,the MMCAP Office will provide the Vendor with its list of current MMCAP Participating Facilities, along with Product usage information. Within sixty(60) days after the Effective Date of this Contract, the Vendor will provide the MMCAP Office, with the list of existing direct contracts it has with any current MMCAP Participating Facility, along with its plan to transition each direct contract to the MMCAP Contract on a timely basis. During the term of this agreement,MMCAP and the Vendor will exchange their respective lists of Members, on a monthly basis, in order to verify MMCAP Participating Facilities. 1.2. MMCAP Member Eligibility Vendor shall inform any prospective new MMCAP business account,that before it is eligible to purchase Products covered by this Contract, at pricing available only to MMCAP Members, it must complete the MMCAP Membership Application form, and enter into a MMCAP Membership Agreement. Vendor also agrees to refer any prospective new MMCAP business accounts that need further assistance regarding the MMCAP Membership Application process,to the MMCAP Office and to the MMCAP State Contact. 1.3.Vendor Required Documentation Vendors will provide written notification to new and existing MMCAP Participating Facilities and State Contacts, about the Vendor's required documentation and instructions, to enable the MMCAP Participating Facilities to transition to the new MMCAP Contract. At least sixty(60)days before the Commencement Date of the MMCAP Contract, and throughout the Contract term, Vendor will promptly notify the MMCAP Participating Facilities and the State Contacts of any missing or incomplete documentation required for account set-up. 1.4. Start-Up Inventory If applicable,historical Product usage data will be provided by the MMCAP Office to the Vendor, at least sixty (60) calendar days prior to the Commencement Date of the Contract. Vendor must have all MMCAP Contract Products loaded in its ordering system, and have a minimum of thirty(30) calendar days' Core Contract Product supply available to order before the Commencement Date of the MMCAP Contract. 1.5. Product Samples and/or Demonstration Models Upon request from any MMCAP Participating Facility,before the Commencement Date of the MMCAP Contract, or at any time during the Contract term,the Vendor agrees to provide Product samples and/or demonstration models to any MMCAP Participating Facility at no charge. Upon request from MMCAP Participating Facilities,the Vendor will also provide training on the Products covered by the MMCAP Contract, including the Product features and proper Product use. 1.6. MCAD Office Contacts The primary MMCAP Office Contacts during the Contract implementation and transition period are: • Emilio Graulau, MMCAP Healthcare Products & Services Coordinator Email: Emil io.Graulau@state.mn.us Phone: 651-201-3113 • Elizabeth Suszynski, MMCAP Healthcare Products& Services Coordinator 32 Page 744 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS ISO 13 Email: Elizabeth.Suszynskikstate mn.us Phone: 651-201-3125 • .Tim Losinski, MMCAP Healthcare Products& Services Manager Email: James.Losinski@state.mn.us Phone: 651-201-2440 • Alan Dahlgren,MMCAP Managing Director Email: Alan.Dahl -ren ,state.mn.us Phone: 651-201-2410. • Sara Turnbow, MMCAP Manager of Contracting and Business Opportunities Email: Sara.Turnbow@_state.mn.us Phone: 651-201-2411. 1.7. Business Interruption Plan Vendor must have in place,during the term of this Contract, an emergency preparedness and business continuity plan. During the implementation and transition phase of this Contract,Vendor will work with each requesting MMCAP Participating Facility, to develop a pre-selected list of Products to be shipped in the event of a national or regional emergency. Vendor's detailed Business Interruption Plan is set forth on Attachment K. 1.8. Inventory Management Described below are the Product inventory management requirements for MMCAP Contract Products that are set forth on Attachment A. Also, if applicable to this Contract, Products may be added to this Contract,through Contracts between MMCAP and Manufacturers of medical Products, equipment, and select pharmacy Products. In the event such Contracts for specific Products are executed between MMCAP and a Manufacturer,who has a business relationship with the awarded Vendor,the Vendor will agree to distribute the Product under the same terms and conditions as set forth in this Contract. 1.8.1. Inventory Management at an MMCAP Participating Facility Upon request by an MMCAP Participating Facility,Vendor may provide at cost or no cost to the facility, inventory management support that includes but is not limited to: training,software, reporting capability, and handheld devices,to assist the facility in performing its onsite inventory. Upon request by the MMCAP Participating Facility,Vendor must agree to conduct the inventory management support Services onsite. 1.8.2.Vendor Contacts Vendor's designated contact for all usage, inventory, and special order questions for the MMCAP Office is: .Name Title Office Address Contact Information David Delgado Majority 10401 93rd Ave.,N Ste 100 Phone: 888-557-8020 Owner/Contract Maple Grove, MN 55369 Mobile Phone: 612-743-8877 Manager Fax: 877-557-9123 Email: ddelgadomedicalsolutionsinc.com Vendor's designated contact for all usage, inventory and special order questions for the MMCAP Participating Facilities is: Name Title Office Address Contact Information Lynn Meyers Key 10401 93rd Ave., N Ste 100 Phone: 888-557-8020 Accounts/Contract Maple Grove, MN 55369 Mobile Phone: 612-747-1622 Sales Far:. 877-557-9123 Email: Imeyers@medicalsolutionsinc.com 33 Page 745 of 1076 Medical Solutions, Inc. MMCAP Contract No, MMS 18013 1.9. MMCAP Contract Products 1.9.1. Vendor will stock all MMCAP Contract Products, including those of its subsidiaries, and not create any barriers in order to avoid stocking MMCAP Contract Products 1.9.2. Vendor will stock a thirty(30)day's supply of Products for initial account set-up,based on sales usage data from the MMCAP Office. Thereafter, Vendor's buying system will acknowledge the created demand, and purchase inventory to meet said demand. See Section 1.4, Stay?-Up Inventory. 1.9.3. Vendor is responsible for providing an inventory forecasting report to the MMCAP Office,as requested. This report will monitor and forecast ordering, usage patterns,as well as, identify significant trends, including increases and decreases in purchases. Monthly Contract compliance reports to monitor purchases of MMCAP Contract Products must also be available to the MMCAP Office upon request. 1.9.4. Vendor may not discontinue stocking an MMCAP Contract Product, unless there is mutual written agreement between the MMCAP Office and the Vendor. 1.9.5. Vendor acknowledges and agrees to maintain Product utilization history data of the MMCAP Contract Products for a minimum of sixty(60) calendar days. If any Product has not been ordered after sixty(60) calendar days, Product utilization history data can be adjusted accordingly in the Vendor's Product inventory management system, to reflect the non-usage of the Product. 1.10. MMCAP Contract Product Additions 1.10.1.Except for newly added MMCAP Contract Products, Vendor will make good faith efforts to have the Products loaded, stocked, and viewable in its system, and ready for delivery no later than ten(10)business days from the time Vendor receives notification that the Product has been added to the MMCAP Contract. 1.10.2. Non-Stocked MMCAP Contract Products For MMCAP Contract Products that are not stocked, an MMCAP Participating Facility may request the Vendor add the Product to inventory at the applicable distribution center,by contacting customer service or its account representative. MMCAP Contract Products will be available for delivery, no later than three(3) business days from receipt of a request for Products stocked at the Vendor's distribution center, unless the MMCAP Contract Product is delayed due to Manufacturer unavailability, or force majeure provision,as set forth in Article 4, Section 34 of this Contract. In the event the fulfillment of any of the requests exceeds what is specified in this section, Vendor will provide prior written notice of the delay, the reason for the delay, and the estimated fulfillment date to the requesting MMCAP Participating Facility and the MMCAP Office. 2. MMCAP Contract Management 2.1. MMCAP Contracted Manufacturers If MMCAP contracts directly with a Manufacturer for medical Products, Medical Equipment and Services, and select pharmacy Products, the Distributor, if it has an existing relationship with the awarded Manufacturer, must agree to stock and distribute the MMCAP Contracted Manufacturer's Products,as they become available to MMCAP Participating Facilities at the Contract Prices agreed to by the MMCAP Office and the Manufacturer. 2.2. The MMCAP Office reserves the right to modify the MMCAP Contracted Manufacturers List, as set forth in ,Ittachrnent F, at any time during the Contract term. 2.3. New Products Additions If MMCAP contracts directly with a Manufacturer, the MMCAP Contracted Manufacturer's Product will be loaded, stocked,viewable, and ready for delivery in five (5) business days from the Effective Date of the MMCAP Contract with the Manufacturer, unless a longer term is approved in writing by the MMCAP Office. If Vendor does not have a business relationship with the MMCAP Contracted Manufacturer, and establishes that business relationship,then 34 Page 746 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 the Product will be loaded,stocked,viewable, and ready for delivery in fifteen(15) business days, unless a longer term is approved in writing by the MMCAP Office. 2.4. Product Outages 2.4.1. Vendor Created Stock Outages Vendor shall include its Stock Outage and Backorder Policy attached to this Contract as Attachment H. Vendor Stock Outages due to cancellations/backorders that are not created by the Vendor's Contracted Supplier, will be considered a failure to perform by the Vendor, and may be considered grounds for termination of this Contract. In addition to the policy in Attachment H,the Vendor agrees to utilize the following process in the event of a backorder situation due to a Vendor-created stock outage. • Immediate Notification Vendor will provide written notice to the MMCAP Members,MMCAP Member States and the MMCAP Office within twenty four(24)hours of any Products covered by this Contract that the Vendor has placed on backorder. Vendor's backorder notification will include: o the Products placed on backorder status; o the expected timeline of the backorder, from the time the Products are added to the backorder status,to time the Products will be removed; o the reason for the Vendor created stock outage that caused the Product backorder,and how the Vendor intends to resolve the backorder situation; o Summary of the plan to obtain Product Substitutes during the backorder period. 2.5. Options for Obtaining Backordered Products 2.5.1. Manufacturer Direct Shipment If there are Products subject to a backorder, and these Products are deemed critical by the MMCAP Participating Facility, and the Products are available from the Manufacturer,then, if expedited shipping is requested,the Vendor will have the Manufacturer of the Product, ship directly(drop shipped)to the MMCAP Facility via Next Day Delivery subject to additional cost or shipping charges. 2.5.2. Purchase of Product Substitutes on the Open Market Should the MMCAP Participating Facility opt out of the Manufacturer drop shipment for the requested Products, the ordering MMCAP Member may purchase Product Substitutes on the open market during the time the Vendor is unable to provide backordered Products. The Product Substitutes must be an equivalent (brand, generic or private label)Product that is approved by the MMCAP Participating Facility. Vendor must distribute and deliver the Products covered under this Contract to the nationwide MMCAP Participating Facilities. The Vendor must deliver to sites identified by the ordering MMCAP Members, and if necessary,add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract,as authorized by the MMCAP Participating Facility. The Vendor will at no time, refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Member, and the MMCAP Office. Vendor must agree to deliver the Products that accommodate the business model or the specific delivery needs of the MMCAP Participating Facility. The Vendor's delivery method for patient specific Products, must supply sufficient inventory to last until the next scheduled delivery, and must not rely on an emergency reserve stock left at the facility. 2.5.3.Auto-Backorder Vendor will have an auto-backorder function that is part of its existing Product ordering system,which wilt allow MMCAP Participating Facilities to receive backordered Product due to Vendor created Stock Outages immediately,upon availability of the Product. 2.6. Management of MMCAP Contract Products 2.6.1. Price Loading Requirements a. Vendor will be responsible for processing the MMCAP Contract File Updates,or the files sent to the Vendor by the MMCAP Office, which specify the Products and pricing covered under this Contract. 35 Page 747 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 1.8013 b. Vendor will load the pricing covered under this Contract. c. Vendor will identify Products either under brand, or private labels. d. Price Loading MMCAP Contracts if applicable to this Contract, this may also include the Product pricing that the MMCAP Office has negotiated with MMCAP Contracted Manufacturers. • timeframe, including Effective Date; • distribution fees; s Loading of Manufacturer pricing; • Contract implementation; C. Vendor will load and make viewable in its ordering system, all data lines from MMCAP's Contract File update notifications, on a date agreed upon between the Vendor and MMCAP. When Manufacturer verification is needed, in order to load an MMCAP Contracted Manufacturer's Product, and the MMCAP Contracted Manufacturer has not responded, or provides data that is inconsistent with the MMCAP Contract File Updates, Vendor will make a good faith effort to notify the MMCAP Office in writing, no later than two (2)business days (after the previously mutually agreed date allowed for Vendor processing). f. Provided that Vendor has received all requested account set-up information, Vendor will have all MMCAP Contract and individual MMCAP Contracted Manufacturer contracts loaded,prior to the MMCAP Member's first order. This includes all tiered Contracts, if applicable to this Contract. 2.6.2. Product Additions[Deletions Vendor may not add or remove any MMCAP Contract Products from its database, except those identified in the Non-Core Products tab, of Attachment A, without the prior written consent of the MMCAP Office, as set forth in Article 4, Section 39.2,Amendments, of this Contract. 2.6.3.Adequate Supply Vendor agrees to maintain an adequate supply of at least thirty(30)days any Product that is added to the MMCAP Contract. 2.6.4.Automatic Product Substitution The intent of this Contract is to provide Products included on Attachment A, to MMCAP Participating Facilities, and not Product substitutes. During the implementation period, the Vendor shall assist MMCAP Participating Facilities with the identification of acceptable Products for Automatic Product Substitution, in the event the Products covered by this Contract are not available at the time of order placement. Automatic Product Substitution will only be permitted upon the written consent of the MMCAP Participating Facility, and a record of the Vendor's Automatic Product Substitutions shall be provided to the MMCAP Office at the quarterly business review meetings. In instances where the Vendor uses the Automatic Product Substitution process,the MMCAP Participating Facility must be notified of the Product substitution, and the substituted Product must be annotated as such on the MMCAP Participating Facility's Order Confirmation. Automatic Product Substitution by the Vendor without the MMCAP Participating Facility's prior written consent is prohibited. Upon request,and at any time during the term of this Contract, Vendor will supply the MMCAP Office with a list of MMCAP Participating Facilities using Automatic Product Substitution and a report of the Products substituted. In the absence of Automatic Product Substitution, if the Vendor cannot fill an order for a Product included in Attachment A, then the Vendor shall notify the MMCAP Participating Facility, and inform the Order Originator as to the reason the requested Product is not available, and the Vendor shall suggest possible suitable Product substitutes from the established Product substitute list. The Vendor shall not suggest its self- manufactured or its private label Products, or Products manufactured by its subsidiaries, without also suggesting at least one brand label Product. The MMCAP Participating Facility will decide whether to accept a Product substitute, or to cancel the unavailable Product from the order. 36 Page 748 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 a. On Purchasing Reports Vendor agrees to encourage MMCAP Participating Facilities to purchase MMCAP Contract Products, including purchases through open solicitations. Vendor must not condone or encourage in any way, the Product Substitution of a MMCAP Contract Product, with that of a non-contract Product. In order to ensure overall MMCAP Participating Facility Contract compliance,Vendor may be asked to provide, at no cost to the MMCAP State Contacts in each state served by the Vendor, a monthly report containing the following fields: • MMCAP Participating Facility name; • MMCAP ID Number and Vendor account number; • Contract volume(in dollars)by facility; • Not-on Contract volume(in dollars) by facility; • Total volume (in dollars)by facility. 2.6.5. Product Expiration Dating • At a minimum, expiration dating for all MMCAP Contract Products and non-contract Products, delivered to MMCAP Participating Facilities, must have at least a minimum shelf life of six(6)months remaining, upon delivery to the MMCAP Participating Facilities. • Shipment of Product with an expiration date of less than six(6)months requires the prior approval of the MMCAP Participating Facility, before release and delivery of the short-dated Product. • If Vendor distributes short dated Product to an MMCAP Participating Facility without prior approval, the Product may be returned to the Vendor at Vendor's expense, and subject to Section 2.20,Products Returned to the Vendor. 2.7. Product Ordering Vendor will implement its ordering system, including its emergency ordering system,regardless of the technological capacity of the Order Originator. Vendor will provide order training procedures to staff identified by the MMCAP Member at no charge, within a mutually agreeable timeframe to the Vendor and the MMCAP Member,after establishing a new MMCAP business account. In addition, Vendor will provide ongoing technical and training support to the MMCAP Members who use its Product ordering system during the term of the MMCAP Contract. Vendor will also provide its Product catalog in the format requested by and within technological capabilities of the MMCAP Member,which may include an online, or other electronic based catalog, and also Microsoft Office compatible electronic files, or other paper-based format. 2.7.1. Ordering System. a. Vendor will provide to each Order Originator, a Product ordering method that allows the facility to quickly and accurately order MMCAP Contract Products, and non-contract Products,within the technological capabilities of the MMCAP Member. At a minimum, Vendor's Product ordering system(s) must provide the following functionalities: • clearly identify all MMCAP Contract Products, and whether these Products are in stock; • build and place electronic orders; • review pending orders for correctness and Contract compliance; • provide online allocation of ordered amounts; • Receive order confirmation reports. b. Vendor will offer its Product ordering system(s) to MMCAP Members. Vendor will support the following ordering methods: Internet,direct call to customer service, handheld device ordering,and fax orders. 2.7.2. Training Training for the Vendor's ordering system may be provided on-site at the MMCAP Member's facility, through webinars or other online training systems that must be approved of in writing by the facility. a. Training will include but is not limited to the following: • proper use of Product order entry devices including computer and hand held units; • how to access and interpret Vendor's inventory status; • Order placement process(Product inquiry,placement,order edit,print back confirmation, etc.); 37 Page 749 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 • any required Product ordering system maintenance; • downloading Price changes; • performing file maintenance; • requesting or printing bar code labels; • download/run/print/export contractually required reports; • operation of inventory management program; • identifying MMCAP Contract Products(e.g., Contract ranking); • any other commercially available training in use of the Medical Equipment or ancillary items; • contact information in case of questions regarding ordering; • training guides or manuals and system operating manuals, accessible on line(including all updates), for all Medical Equipment and software furnished by the Vendor to each individual ordering facility; • assigning of account login IDs and passwords; • processing item returns; • Technical support to interface hand held devices with each facility's PC/network infrastructure. b. Vendor will provide each ordering facility with a Product ordering instruction manual, outlining all online ordering functions. Vendor will work with the MMCAP Office, to develop other training processes as necessary. 2.8. Ordering System(s) Back-up Service,Maintenance and Repair If Vendor's ordering system is internet based, Vendor agrees that routine site maintenance will only occur on weekends, and MMCAP Participating Facilities and State Contacts will be notified in advance of the scheduled maintenance. Vendor reserves a maintenance window during 7:OOPM CST-7:OOAM CST. During the routine maintenance, telephone(888-557-8020) or fax(877-557-9123) will serve as back-tips for Vendor's Product ordering systems. If maintenance is required for Vendor's Product ordering system devices(e.g. handheld or computer), then Vendor will replace or repair the devices accordingly, at no cost to MMCAP Participating Facilities or State Contacts. 2.9. Order Placement Vendor's Product ordering system will display at least, but is not limited to the following information: • MMCAP Member's ID and name; • Vendor assigned account number; • Product name; • Vendor's Product number; • generic name or Private Label name; • Product description; • packaging; • Manufacturer name; • Unit dose indicator(if applicable to the Products ordered under this Contract); • Form of Product(if applicable; e.g.,tablet, capsule, etc.); • United Nations Standard Products and Services Code®(UNSPSCO); • type of Contract—Contract identification, or code that identifies Product as an MMCAP Contract Product, non-contract, or if applicable, Product Substitute; • Contract Price(specific to the pricing and Contract eligibility of each MMCAP Member); • Product denoted as available as a drop shipment; • Product inventory status(e.g., stocked, unavailable due to MBO,Vendor out of stock, or allocation situations); • real-time Product inventory quantity available (Product in stock minus those allocated to orders); • Product substitute search option; • Product inquiry search option; • automatic substitution information option; • auto-backordering function; • A photographic picture of the Product(s) being ordered. 38 Page 750 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 2.9.1. Default Set-Up Vendor agrees that all new MMCAP ordering facilities will start with a standard default ordering set-up, to ensure MMCAP Contract compliance. This default set-up will be approved by the MMCAP Office prior to being deployed. 2.10. Confirmation Print back/Order Confirmation The Vendor's Product ordering system will allow for the input of an individual purchase order number, assigned by the MMCAP Member for each order submitted. Vendor will provide a purchase order confirmation report to the Order Originator the same day the order is placed. The order status report will reference the purchase order number of the original order, and include any related Product order information, including but not limited to, the turn-around time from the placement of the MMCAP Member's order, to the expected delivery of the Product. 2.11. Technical Support for Product Ordering Vendor's technical support is available from 7:OOAM CST-6:OOPM CST Monday-Friday. After 6:OOPM CST, the line will transfer to voicemail. The primary method for contacting technical support is via telephone,however for certain support scenarios, technical support can accommodate requests via email. 2.12. Emergency Order Placement and Delivery Vendor agrees to offer an emergency Product ordering system during the term of this Contract. An emergency Product order is defined as one necessary for immediate and specific patient care,which falls outside the normal order and delivery parameters. For emergencies that occur after normal working hours, Vendor will provide each MMCAP Participating Facility, access to a special after-hours phone number that is dedicated to handling emergency orders. The MMCAP Office agrees to work with the Vendor, if abusive situations arise related to emergency orders. 2.12.1. Emergency Order Placement During normal working hours, emergency orders should be directed to the customer service team assigned to service the MMCAP Member. After normal business hours, Vendor will provide each MMCAP Participating Facility access to a special after-hours notification system, which may include phone or electronic notification systems that are dedicated to handling emergency orders. Vendor's emergency ordering system must be available twenty-four(24)hours a day, seven (7)days a week. The emergency order must be processed by the Vendor's representative, who must accept the emergency order, and immediately acknowledge receipt of the emergency order placed by the Order Originator, 2.12.2. Emergency Order Delivery The emergency order must be processed the same day it is received and shipped by the most expeditious means possible, unless other shipping means are identified by the Order Originator. 2.13. Product Delivery Vendor must distribute and deliver the Products covered under this Contract to the nationwide MMCAP Participating Facilities, including the states of Alaska and Hawaii. The Vendor must deliver to sites identified by the Order Originator,and if necessary,add other delivery sites as identified by the MMCAP Members during the term of the MMCAP Contract,as authorized by the MMCAP Participating Facility. The Vendor will at no time, refuse to deliver to any MMCAP Participating Facility without the prior written approval by the MMCAP Participating Member and the MMCAP Office. Vendor must agree to deliver the Products that accommodate the business model, or the specific delivery needs of the MMCAP Participating Facilities. The Vendor's delivery method for patient specific Products must distribute sufficient Product to last until the next scheduled delivery, and must not rely on an emergency reserve stock left at the facility. 2.13.1. Routine Delivery Requirements a. No Additional Fees Vendor will not charge any additional fees for routine Service to MMCAP Participating Facilities. b. Shipping Terms All routine scheduled order shipments will be F.O.B. Destination, Freight Prepaid and Allowed. c. No Fuel Surcharges 39 Page 751 of 1076 Medical Solutions, Inc. MMCAP Contract No, MMS 18013 Vendor agrees that it will not charge a fuel surcharge for the term of this Contract. d. Delivery Schedule Vendor will provide a daily order and delivery schedule for each MMCAP Participating Facility. Vendor will have three(3-5) business days, from the date the Product is ordered, to have the Product stocked and delivered at no extra cost to the Order Originator, barring any Manufacturer production issues. It is understood that deliveries to Alaska or Hawaii may take longer. All expedited deliveries will be made next day,or on the Next Scheduled Delivery Day(excluding Alaska and Hawaii), unless communicated otherwise. MMCAP Participating Facilities will provide the Vendor with a Holiday Schedule throughout the term of this Contract, and Vendor will provide the MMCAP Participating Facilities a Holiday Delivery Schedule,which accommodates the delivery needs of the MMCAP Participating Facilities. e. Delivery Time Vendor's daily order cut off time will be 12:OOPM CST local time,with the delivery the next day,depending on location and distance from servicing distribution center. Orders received Monday through Thursday will be delivered in an average turnaround time from the placement of an MMCAP Member's order,to the expected delivery date of the Product of less than(3-5)business days. f. Hazardous Materials Vendor will only ship hazardous materials as allowed by the appropriate government regulations. g. Damaged Products All damaged Products must be reported to Vendor's customer service department,as set forth in Section 2.20,Products Returned to the vendor,and applicable credits will be issued within three(3)business days from receipt of the damaged item. h. Lost Products All lost Products must be reported to Vendor's customer service department, as set forth in Section 2.20, Products Returned to the Vendor. Upon reconciliation, Vendor will apply credit for lost items as applicable within three(3)business days. i. Large Size Orders Vendor must have the ability to ship palletized deliveries via freight companies, and must be able to use large companies for dock deliveries instead of small couriers. Orders should be shipped as ordered(by case or by pallet)by the MMCAP Member, so they can be properly unloaded and stored. Vendor will ship palletized and case quantity orders on a weekly, or bi-monthly basis, for all distribution centers, or as mutually agreed upon between the Vendor and the ordering MMCAP Member. j. No Minimum Order Requirements During the term of this Contract, there shall be no minimum order requirements or extra charges assessed to orders,regardless of order size or payment amount. 2.14. Drop Shipments a.All fees associated with Drop Shipments are listed in Attachment G: Vendor's Shipping Policy. b. The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped Products. c. Unless approved by the MMCAP Member,Drop Shipments directly from Manufacturer(not shipped by Vendor) for recurring orders are prohibited. d. Products requiring Drop Shipment must be easily identified in Vendor's Product ordering system. Vendor's Drop Shipment Products are denoted in its Product ordering system. e. Timelines for the delivery of Drop Shipment Products will be made per the request of the MMCAP Participating Facility(e.g., expedited shipment, standard delivery, etc.). Vendor will place Drop Shipment requests with Manufacturers within one (1)business day of receiving the request from the MMCAP Member. f. In the event that Vendor is unable to fill a MMCAP Member's order for an MMCAP Contract Product, Vendor will have the Product drop shipped directly from the Manufacturer. The MMCAP Member will not be assessed a fee for this shipment. 40 Page 752 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 2.15. Delivery for Special Products a. If applicable to the Products offered under this Contract, Vendor will maintain appropriate temperatures and environmental conditions in accordance with Manufacturer requirements for delivery of Special Products to the MMCAP Participating Facilities. All refrigerated Special Products will be shipped in returnable coolers with appropriate packaging to maintain the required temperature range. Special Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. b. All Special Products will be adequately packaged by Vendor. If an MMCAP Participating Facility refuses Special Product that has been inadequately packaged, the MMCAP Participating Facility must notify Vendor's customer service department to log the complaint. Any costs associated with the return of Special Product due to improper packaging or transport, will be at the expense of the Vendor. c. Vendor must not distribute MMCAP Contract Products through associated specialty Distributors, without the prior written approval of the MMCAP Office or without the Manufacturer requiring the Vendor to do so. d. In the event a Manufacturer charges Vendor for shipping, due to an expedited request by an MMCAP Member, Vendor will provide advance written notice to the MMCAP Member, and invoice the facility by line item, for the same shipping cost charged by the Manufacturer. Backup documentation will be available upon request for any shipping fees that are charged to the MMCAP Member, for Products supplied by Vendor. 2.16. Invoicing 2.16.1. Order Invoice a. Vendor will submit an invoice with each order. Invoices must be only for the amount of Product delivered, not the amount ordered. Quantity ordered and quantity shipped must be based on the packaging associated with the Vendor's Product ID number. b. No additional fees or special handling charges will be assessed for MMCAP Contract Products. c.All additional fees(e.g., expedited shipping charges) previously agreed upon between the Vendor and MMCAP, will be in line item detail,separated from the Product's cost,and will be tied back to an original invoice number. d. Upon request,Vendor will work with the MMCAP Member, to develop a customized invoice format. At a minimum, the Vendor's invoice will contain the following fields: • MMCAP Member ID and name; • Vendor-assigned account number for the MMCAP Member; • invoice line number; • MMCAP Member's purchase order number; • invoice date; • Vendor's SKU item number; • UNSPC number; • NDC (11 digit, if applicable to this Contract); • Product name/description; • packaging as associated with NDC number(if applicable to this Contract); • unit Price; • quantity ordered; • quantity shipped; • extension(unit Price multiplied by the quantity shipped); • total invoice Price; • bill to address; • ship to address; • Applicable omit codes(e.g., Manufacturer backorder, Wholesaler temporarily out, Manufacturer discontinued, etc.); 2.16.2. Invoice Rounding Vendor agrees to round down if the third digit after the decimal is 4 or less. Vendor agrees that any rounding will occur at the MMCAP Member invoice unit Price. 41 Page 753 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 2.16.3. Invoice Disputes In the event that applicable state law mandates set-off by an MMCAP Member or MMCAP Participating Facility, such set-off rights shall be exercised only to the extent expressly set forth in the applicable statute. Unless expressly mandated by applicable state law, the MMCAP Member will notify Vendor of any known dispute with an invoice within fifteen(15) calendar days from receipt of the invoice. If all,ora portion of the disputed invoice is found to be in error, Vendor shall issue a credit and/or adjust the original invoice to the MMCAP Member appropriately, and provide a corrected invoice. Where the above is prohibited by an MMCAP Member State's applicable law(s), the Vendor shall comply with requirements of that state's law(s) related to disputed invoices. Vendor will make a good faith effort to resolve known disputes related to Contract pricing within fifteen(15) calendar days of notice of the dispute. This clause will in no way be deemed a limitation on the Parties, as it relates to the future auditing and/or correction of invoices. 2.17. Payment Each MMCAP Member will be responsible for payment of goods and Services,provided by Vendor. MMCAP will have no liability for an unpaid invoice of any MMCAP Member. Vendor agrees to invoice the MMCAP Member for all Products shipped. Vendor agrees to accept purchase orders. Vendor will accept payment in the form of check or Automated Clearing House/Electronic Funds Transfer(ACH/EFT). Vendor will accept, for payment of purchase orders,Electronic Funds Transfer(EFT) and credit cards authorized by the ordering MMCAP Member. Initial selection of, and changes to a MMCAP Participating Member's choice of payment terms, are subject to Vendor's reasonable credit requirements. If not otherwise provided,payments are due within ten(10) days from Vendor's invoice date. 2.18. Credits and Rebills a. Vendor will process credits and rebills daily, as notifications are received from an MMCAP Member. In the case of an invoice dispute, Vendor will issue credits/rebills within three(3)business days, after the Dispute Resolution process set forth in this Contract. b. Vendor will provide credits and rebills to each MMCAP Member online,with the option to print a hard copy. c. Vendor will notify MMCAP Member of credit balances as they are generated. An account statement listing open invoices/credit memos will be sent weekly, semi-monthly, or monthly,depending on the account's payment terms. d. Vendor credits are valid until they are refunded or the account has used payment. e. In the event of a facility closure, or other extreme event where the MMCAP Member will not be making another purchase through Vendor,the MMCAP Member may cash out its credit(s). f. If directed by an MMCAP Member, a credit can be transferred from one account to another account. g. Vendor will clearly identify credits as a credit. It. The Vendor will take all commercially reasonable steps to ensure that credits that become available close to the end of the MMCAP Member's Fiscal Year, are activated for use by the MMCAP Member no later than five (5)business days before the end of the fiscal year. L Vendor's credit memo will contain,but is not limited to the following information: • original purchase order; • original Vendor invoice number; • itemized listing of the Prodllet(S) affected; • any rebill associated with the credit; • Reason for the credit (e.g.,Manufacturer credit, merchandise return, etc.); • Net credit amount available to the MMCAP Member. j. Vendor will clearly identify rebills as a rebill. k. Vendor's rebill memo will contain but is not limited to the following information: • original Vendor invoice number; • original order date; 42 Page 754 of 1076 Medical Solutions, Inc, MMCAP Conti-act No. MMS 18013 s itemized listing of the Product(s)affected; s credit memo associated with the rebill; s reason for the rebill (e.g., Manufacturer chargeback denial,pricing error, etc.); • effective date of the Product Price change. 2.19.Price Audits and Corrections a. In the event of a Product pricing error, Vendor must process credit/rebills within 20 calendar days. b. When an MMCAP Member or the MMCAP Office discovers an error in pricing, for an MMCAP Contract Product that favors a facility, the MMCAP Member or the MMCAP Office will notify Vendor. Upon mutual agreement by the MMCAP Office and Vendor of the error in pricing, Vendor will issue credits/rebills to MMCAP Member, for the time period from the date the error began,to the date it is corrected, subject to time frame described in letter a of this section. MMCAP and its Members reserve the right to authorize delegate(s),to audit this Contract and its transactions. 2.20. Products Returned to the Vendor Vendor will maintain a returned goods policy set forth on Attachment L• Vendor's Product Relurn Policy,for accepting returns from the MMCAP Participating Facilities, in accordance with applicable laws, regulations, and normal business practices. 2.21. Product Recalls Vendor's Recall Procedures/Policies are set forth in Allach ment I- Vendor's Product Recall ProcedureslPolicies. If any Product covered by this Contract requires modification, is removed, or recalled by the Vendor, then Vendor shall promptly notify MMCAP and the affected MMCAP Participating Facilities as follows: a.Recall Notification Vendor agrees to notify MMCAP and the MMCAP Participating Facilities within twenty four(24)hours, after beconting aware of any Products covered by this Contract and distributed to MMCAP Participating Facilities that require modification,removal or recall as stated above. Notices to MMCAP shall be sent by e-mail to mmcan.contracts@state.mn.us. b. Vendor agrees to comply with any process mandated by the FDA, or any other regulatory body if applicable, and will address the recall with each MMCAP Participating Facility. Based upon procedures indicated by awarded Vendor,the MMCAP Participating Facility shall return to Vendor any Products or Product components subject to recall. The Vendor shall pay all freight costs incurred by return of affected Products, and shall reimburse each MMCAP Member for its costs, including freight, in originally acquiring each affected Product. 2.22. Shareback Credits Vendor will manage, at no additional cost to the MMCAP Office,the MMCAP Member States or the MMCAP Participating Facilities, the MMCAP annual disbursement of shareback credits, according to the schedule below: a.The MMCAP Office will provide Vendor with(i) an accurate list of MMCAP Members receiving a credit, (ii) the MMCAP ID numbers, facility names, facility addresses, facility cities,facility states, and the credit amount for each facility, and(iii)a check for the total amount of all credits to be provided. b. Vendor must apply the credit to all listed MMCAP Members within fifteen(15)business days of the receipt of the funds. c.Within thirty(30)business days of the receipt of the funds, Vendor must provide to the MMCAP Office, an Excel Spreadsheet detailing the credit memo information. This Excel listing must include the following fields: distribution center, account member, MMCAP Member ID, facility name, facility address,facility city,facility state, DBA (if applicable),HIN (if applicable), date of credit memo, credit memo number, and credit memo amount. d. Within sixty(60)business days of the receipt of the funds, Vendor will refund to the MMCAP Office, any remaining dollars for which it was unable to issue credit, this may be for any MMCAP Member that were determined to no longer be valid Members, or that were not able to be located for any variety of reasons. Vendor 43 Page 755 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 will work with the MMCAP Office, in order to identify all MMCAP Members to the best of its ability, in an effort to issue all necessary credits, before refunding dollars back to the MMCAP Office. Upon initiating the refund to the MMCAP Office, Vendor will provide a copy of the original Shareback Credit spreadsheet, detailing the credit information(received from the MMCAP Office),the reason for non-application of funds, and the dollar amount of the funds being returned to the MMCAP Office. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 44 Page 756 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 III. KEY CONTRACT PERFORMANCE METRICS 1. Vendor Performance Requirements Vendor will be required to meet the performance requirements specified in this Contract. Vendor's performance will be recorded in the Vendor Contract Performance Report, and reviewed at the quarterly business reviews with the MMCAP Office. If Vendor's performance is unsatisfactory, as measured against the performance requirements described in this Contract,then the Vendor will be put on a corrective action plan. The corrective action plan will detail the MMCAP Office's expectations, and timeline for bringing the Vendor up to a satisfactory level of performance specified in this Contract. Vendor's failure to perform at a satisfactory level, may result in the termination of this Contract, as described in Article 4, Section 3, Contract Termination. 1.1. MMCAP Business Reviews The Vendor's Primary Account Representative for the MMCAP account must attend and participate in business reviews, at least quarterly(every 3 months)during the term of this Contract. Upon request, or if deemed necessary, any MMCAP Participating Facility may also attend. Business reviews will include, but not be limited to the structure and topics in Section 1.2 below. 1.2. Meeting Structure and Topics a.The business review meeting agenda must be finalized a week in advance,with significant MMCAP input. b.All data, backup reports,and slides pertaining to the meeting, should be sent to the MMCAP Office at least three (3)business days in in advance, or, as agreed upon between MMCAP and the vendor. c. The quarterly business reviews will,at a minimum,address the following: • Contract attachment; • pricing accuracy; • Contract activity reporting; • industry news/updated; • Product information and updates(recalls, innovations, new Products etc.); • success stories and ongoing new business opportunities; • EDI setup and audits; • customer satisfaction; • Vendor's response to price inquiries; • Vendor performance issues; • Member issues; • conversion activities; • Contract implementation/transition issue; • a briefing on Vendor's ongoing efforts to guarantee MMCAP Participating Facilities receive the lowest available Product pricing at all times, during the tenn of this Contract; • a briefing on Vendor's ongoing efforts to ensure that additional Product Price reductions are always extended to all MMCAP Participating Facilities; • A briefing on Vendor's efforts to refer the MMCAP Members to Products that represent the"Best Value". 2. Products and Pricing Accessibility 2.1. Contract Attachment Vendor agrees to connect and to provide access of Contract Products and pricing to MMCAP Members, according to their membership status,and as listed on the Membership Roster of the MMCAP website. Under no circumstance, Vendor will deny access to Contract Products and pricing to a Member, as long as the Member is in good standing and current on payments to the Vendor,as stated in Section 2.17, Payment, of IL Contract Transition, Implementation and Management, of this Agreement. Vendor agrees to encourage the MMCAP Member, procuring Products and pricing under this Agreement, and to extend pricing and applicable discounts,under the conditions of this Contract. 45 Page 757 of 1076 Medical Solutions, Inc. MMCAP Contract No.MMS 18013 2.2. Pricing Accuracy Vendor agrees to extend accurate Contract pricing and all applicable discounts to all Members, as set forth in Attachment A of this Agreement. If due to error, the price that was extended to a Member did not meet the Contract pricing, Vendor must provide a reimbursement or credit to the affected Member, as set forth in.Section 2.18, Credits and Rebills, of II. Contract Transition and Implementation. 2.3. Accessibility to Vendor's Order Entry System Vendor agrees to facilitate,and to encourage the use of MMCAP Contract Products, by identifying those Products directly in its order entry system. In the case where an MMCAP Member is decried MMCAP Contract pricing, the Vendor agrees to send notification to the MMCAP Member, as well as to the MMCAP Office via e-mail at: mmcap.contracts@state.mn.us. 3. Vendor's Response to Price Inquiries 3.1. Price Inquiries from Members Vendor is required to respond to Product and pricing inquiries from MMCAP Members, within five(5)business days after receipt of the request, or at a mutually agreed upon date with the MMCAP Member and/or MMCAP Office,for a specific quote request. In order to expedite the process, the MMCAP Member is responsible for providing Vendor with its MMCAP Member ID and bill to address. Once Vendor identifies the customer as an MMCAP Member, Vendor is responsible,to ensure that the generated Price Quotes satisfy the pricing, as set forth in Allochment A of this Agreement. Orders placed as Product of generated quotes,will remain consistent with the pricing found in this Agreement. Failure of Vendor, to provide a timely response to customer inquiries on Product information and pricing, will be documented in the Vendor Contract Performance Report,and the Vendor might be subject to penalties, including termination. 3.2. Price Inquiries from Potential Members In instances in which MMCAP requests pricing from a Vendor, on behalf of customers who are considering. Membership with MMCAP, Vendor may provide pricing for the Products, consistent with the pricing of this Agreement,and within the due date requested by the customer, unless such due date is changed under mutual agreement between the inquiring customer,the MMCAP Office, and the Vendor. Vendor understands that if it does not provide pricing to the customer, this might limit facture sales activity with said customer, once it becomes a Member. 4. Reporting Requirements Vendor must provide all of the following reports to the recipients as directed below. All reports must be available in both paper copy, and in an electronic Microsoft Excel file format, and contain the required information fields. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract, to ensure the Vendor's required reports meet the reporting requirements of this Contract. If requested by an MMCAP Participating Facility, MMCAP Member State or the MMCAP Office,the requested report must be customized to report data specific to the requesting entity. 4.1. Reporting Tools a. Vendor must provide online electronic access to all purchasing data,relating to the Products that are purchased by each MMCAP Member to the MMCAP Office, MMCAP Member State Contacts, and MMCAP Participating Facilities. Electronic access will provide a system for reporting each individual MMCAP Member's purchases, as well as reports on select groups of facilities. Users must be able to manipulate the data, in order to build reports based on each MMCAP Participating Facility's or MMCAP Member State's individual need, and/or ability to transfer data into spreadsheets in a Microsoft Off-ice compatible format. b. At a minimum, Vendor will provide the following on-line reporting tools: • Purchase Summary Report-ranks items by sales value, over a designated period of time; • Manufacturer backorder reporting, • Contract Compliance Reports. c. Vendor will set tip a user login on Vendor's online reporting system for each MMCAP Member State and the MMCAP Office, with all MMCAP Member accounts for reporting purposes at no cost. 46 Page 758 of 1076 ""` Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Vendor will provide the technology to allow one user to run reports for several MMCAP Member accounts, for reporting purposes, at no cost. 4.2. Monthly Sales Data Usage and Administrative Fee Data Reports All reports indicated in this sectiotr, must be available in both paper copy and in an electronic Microsoft Excel file format, and contain the required information fields set forth below. Vendor will work with the MMCAP Office during the transition and implementation period of this Contract,to ensure the Vendor submits the required reports in a format and content, mutually agreeable to both parties. If requested by an MMCAP Participating Facility, Member State or the MMCAP Office, the requested report must be customized to report data specific to the requesting entity. a. Monthly Sales Data Usage Reports for the MMCAP Office Vendor will supply to the MMCAP Office, accurate monthly sales data on or before the 10th day of the subsequent calendar month(e.g.,June's data will be due on July 10th). The report must include Product and Services, and dollar spend amount sorted in descending order, and grouped by Product and Services category. Also,the report MUST include the information set forth below, for every transaction between the Vendor and the MMCAP Member: « Table I details the required fields for the sales data report; • Table 2 details the required record layout,in a fixed record format. b. Administrative Fee Data Report The Vendor must submit a monthly Administrative Fee.data Report with each Administrative Fee payment, which includes sales made direct from Vendor,to the MMCAP Member. The monthly Administrative Fee Data Report must contain the fields set forth below,as those fields apply to this Contract. A detailed data file in Microsoft Excel format will be provided upon request. All required Administrative Fee Data Reports must be sent to Mn.MMCAP@state.mn.us on or before 10 days of the second subsequent month(e.g., June's data will be due July I Oth). Failure to comply with this provision, may constitute breach of this Contract. In the event the Vendor is delinquent in any undisputed Administrative Fees,MMCAP reserves the right to terminate this Contract, as set forth in Article 4, Section 3,and to reject any proposal submitted by the Vendor in any subsequent solicitations for medical Products, Services and Medical Equipment, and select pharmacy Products. Table 1 Required Data Fields for the Sales Data Report MMCAP-assigned facility ID IUMCAP Facility Name Vendor Distribution Center Code Vendor-assigned Account number for the NINICAP Facility Customer Invoice Number Customer Invoice Line Number Customer Purchase Order Number Invoice date Onmddyyyy) Buyer name or equivalent of buyer ID for person submitting the invoices (May be left blank) Vendor's(Distributor)SKU item number NDC of purchased Product in 5-4-2 format as stored in First DataBank,Inc.(nnay be left blank if not pharmaceutical) Label Name(Product description) Unit Dose(nnay be left blank if not pharmaceutical) ... ...... Pack Size(may be left blank if not pharmaceutical) Unit(selling unit of measure) Case Size(case packaging size) 47 Page 759 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Dose(may be left blank if not pharmaceutical) Strength(may be left blank if not pharmaceutical) Route(may be left blank if not pharmaceutical) Unit Price(99999.9999)(selling unit Price) Quantity ordered(not Vendor repackaged or re-bundled quantity)(999999.9999) Quantity shipped(not Vendor repackaged or re-bundled quantity)(999999.9999) Extension(unit Price multiplied by the quantity shipped)EXTENDED PRICE (99999999.999) Type of transaction(MMCAP Contract purchase,other Contract purchase(340B,PHS),not on Contract purchase) 1=Contract item,2=other contract,3�not on Contract Bill to Address 1 Bill to City Bill to State(2 alpha postal code) Bill to Zip(standard 5-4 format,no dash necessary) Ship to Address 1 Ship to City Ship to State(2 alpha postal code) Ship to Zip(standard 5-4 format,no dash necessary) Service Fee(9999.9999)(if providing negotiated service fee discounts) MMCAP Contract Number(MMSxxxxx) Admin Fee(9999.9999) Credit Indicator(C for credit) MMCAP Assigned Wholesaler Code(AmeriSource-Bergen-0401,Cardinal Hcalth=0301, Morris-Dickson=070I,Bergen=0201,(New codes will be assigned to PPV's during implementation period of the Contract) Manufacturer Name(MFG Name) Class of Trade(if offering volume or tiered discounts) 340B Purchase(1—True,O=False) Manufacturer Part Number Product Category Manufacturer Part Number Product Category GLN-Global Location Number(if applicable) GTIN-Global Trade Item Number(if applicable) 48 Page 760 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 Table 2 Excel Column Required Data Field Trull Name for Sales Data Report A NIMC AP-assigned facility ID B MMCAP Facility Name C Vendor Distribution Center Code D Vendor-assigned Account number for the MNICAP Facility(this should be the ship-to account number). E Invoice Number F Invoice Line Number G Purchase Order Number FI Invoice date(mmddyyyy) I Buyer name or equivalent of buyer ID for person submitting the invoices(if available) 7 Vendor's(distributor)SICU item number K NDC of purchased Product in 5-4-2 format as stored in First DataBank,Inc.(Required for pharmaceutical Products) L. Label Name/Product Description M Unit Dose(Required for pharmaceutical Products) N Pack Size Ct Unit P Case Size Q Dose(Requiredfor pharmaceutical Products) R Strength(Required for pharmaceutical Products) S Route(Required for pharmaceutical Products) T Unit Price(99999.9999) U Quantity ordered(not Vendor repackaged or re-bundled quanlity)(999999.9999) V Quantity shipped(not Vendor repackaged or re-bundled quantity)(999999.9999) 4' Extension(unit price multiplied by the quantity shipped)EXTENDED PRICE(99999999.999) X 'Type of transaction(MMCAP contract purchase,other contract purchase(3=40B,PIIS),not on contract purchase)I—core item,2=non-core,3=not on contract Y Bill to Address I Z Bill to City AA Bill to State(2 alpha postal code) AB Bill to Zip(standard 5-4 format,no dash necessary) AC Ship to Address 1 AD Ship to City AE Ship to State(2 alpha postal code) AF Ship to Zip(standard 5-4 formal,no dash necessary) AG Service Fee(9999.9999) All NI MCAP Contract Number(NlMSxxa::cx) Al Admin fee(9999.9999) AI Credit Indicator(C for credit) AR ININICAP Assigned Wholesaler Code(Codes will be assigned to PPI7's during irnplememation period of the conlract) AL Manufacture Name(MFG Name) ANI Class of Trade AN 344b Purchase AQ Category AP Manufacturer Part Number AQ List Price AR UNSPSC Code(XXXXXXXX) AS UNSPSC Description 49 Page 761 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 4.3. Sales Data Usage Report for the MMCAP Participating Facilities and MMCAP Member State Contacts Upon request from an MMCAP Participating Facility or MMCAP Member State Contacts, Vendor will provide a Sales Data Usage Report within ten(10) business days from the date of the request. The report data will provide a summary of particular MMCAP Member's total usage by Product and dollar spend amount, sorted in descending order, and grouped by Product category for a specified date range. Upon request by the MMCAP Participating Facility and/or MMCAP Member State Contacts, the following reports must be made available through Vendor's custom reporting tools. Vendor must be able to supply to the MMCAP Participating Facilities, accurate reports with the following information: a.Monthly, quarterly, and annual reports, detailing total purchases(payment amount and units)by individual Product,(clearly identified via SKU, UNSPSC Code, Vendor,and label name)sorted in both label name and descending dollar order. Units must correspond to the packaging. b. Velocity report(fastest moving and high dollar) containing forecasted velocity codes with order points, and order quantities. c. Price change report(twice a month), indicating MMCAP Contract and non-contract Products, with Price changes. d. Physical inventory reports. These reports must show the Product label name, quantity, cost per unit, and the extended cost of the Product units on hand. e. Monthly list of discontinued Products and new Products. f. Any other reports required by lay. 4.4. Contract Audit Report Vendor will provide to the MMCAP Office, a monthly Contract audit report within ten(10)business days from the end of each reportable calendar month,, during the term of the MMCAP Contract(e.g.,June's data will be due on July 10'). This report must be provided in an Excel format (may be zipped), and will be submitted electronically to mn.multistategstate.mn.us. The table details the required fields for the Contract Audit Report. This report must include the following, for every Product loaded and attached to the MMCAP Contract: Long Field Description Name—Contract Audit Report Vendor Name MMCAP Contract Number Manufacturer Product Brand Name Product Generic or Private Label Name Vendor's Product or Part ID Number Manufacturer's Product or Part ID Number Item Description Vendor Rererence Contract Number Size Form Unit or Measure tMNIGA.P Contract Cost Cantmct Start Date Contract End Date 4.5. Vendor Member Listing Report Vendor will provide a monthly listing to the MMCAP Office, of the MMCAP Members attached to the MMCAP Contract, on or before the 10th day of the subsequent calendar month(e.g.,June's data will be due on July 10th). The report must be submitted electronically to inn.multi statec,i,state mn.us. 4.6. Vendor's Catalog for MMCAP Products Vendor must promptly provide the MMCAP Office, with an updated Product catalog, as it becomes updated, covering, but not limited to, the following data: 50 Page 762 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 • Vendor number; • Product number; • Product description; • Product selling unit of measure; • Product Contract price, per selling unit of measure • Product type(Core, Non-Core) • Manufacturer name; • Manufacturer part number; • case packaging; • list price (per selling unit of measure); • UNSPSC. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 51 Page 763 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT C: MMCAP MEMBER PARTICIPATION AGREEMENTS [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 52 Page 764 of 1076 Medical Solutions, Inc. MMCAP Contract No.MMS 18013 ATTACHMENT D: SERVICE AREA Service area based on states and cities whom MMCAP has executed Joint Powers Agreements (JPAs)with. Alabama Alaska Arizona Arkansas California City of Los Angeles City of Chicago Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah i Vermont Virginia Washington West Virginia Wisconsin Wyoming [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 53 Page 765 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT E: VENDOR'S CONTRACT IMPLEMENTATION AND TRANSITION PLAN Contract Implementation Plan Medical Solutions, Inc. estimates a start-rip of 90-120 days from the initial meeting with MMCAP following Award. • An upload of the MMCAP membership roster into our accounting system Will occur and each member will be assigned contract pricing. • Introduction letter and information prepared by MSI and distributed to MMCAP members via phone calls, email and/or standard mail delivery. • MSI will work together with MMCAP and its SAE's to promote and educate members to the benefits of converting to the contract, i.e., marketing campaigns • All pricing will reflect the contract products automatically on the website after the facility requests access to Medical Solutions/MMCAP contract pricing and have established a registered account with us. • Product ordering procedures and training will be provided by MSI via catalog/website and customer support. MMCAP members will have a contract identifier to access both contract and non-contract items. • All MMCAP members can take advantage of online training sessions which will be scheduled on several dates to accommodate the members at no charge. • Contract promotions will commence immediately following award. • From time to time a member may have a special order request with higher than average volumes. MSI will work with the manufacturer to negotiate a special rate based on MMCAP membership to ensure continuity of contract compliance. • Customer Service Call Center toll free number: 888-557-8020 • Primary Sales Contacts: David Delgado-MMCAP Contract Manager/Sales Manager Cell: 612-743-8877,ddelgado@medicalsolutionsine.com Lynn Meyers - Key Account Sales/MMCAP Contract Sales Cell. 612-747-1622, Imeyers@medicalsolutionsine.com Curt Wilson- Customer Service/Technical Support Cell. 651-283-9126, cwilson(cr�,medicalsolutionsinc.com [REMAINDER OF PAGE DEFT INTENTIONALLY BLANK] 54 Page 766 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT F: MMCAP CONTRACTED MANUFACTURERS LIST (IF APPLICABLE TO THIS CONTRACT) Nutritionals Medical Food Diabetic Syringes Products Abbott Nutrition Hormel AgaMatrix, Inc. Nestle Kent Precision Foods ARKRAY USA, Inc. Nestle Infant Nutrition(Gerber) Retractable Technologies, Inc. Nutricia Roche Diagnostics Mead Johnson Abbott Diabetes Care U1tiMed Trividia [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 55 Page 767 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT G: VENDOR'S SHIPPING POLICY MSI delivers product via a number of modes,nationally and regionally. In particular FedEx or UPS shipments go out at a minimum once daily. Typically those methods of shipping will result in consistent delivery times each day. Orders must be placed no later than 12:00 P.M. central to be on the daily pick list. We can provide as many shipments per week as needed, assuming product is stocked. • Same day delivery can be provided for members local to our distribution centers for an additional cost. • Average turn time is 1-2 days, depending on ship-to location. Shipping packaging is according to manufacturer best practices and materials. Shipment tracking is included with the order confirmation email. • MSI accepts and will conform to shipping terms of FOB Destination, PPD/Allowed. • MSI tracks all shipments, including Drop-Shipments via our order confirmation and tracking system. • As part of MSI's shipment tracking procedure, if an exception occurs(i.e. lost in transit) the most expedient method of correction will occur; either locate and expedite and/or product replacement. • Emergency orders. MSl understands that from time to time unexpected orders will occur. We assure MMCAP Members that when/if an emergency occurs,we will take every possible stop to fulfill an order within the expected timeframe. • Delivery receiving options: MSI will deliver to receiving docks, warehouse and drop shipment. • Drop ship or expedited orders are subject to shipping costs. • Freight on capital equipment shipping directly to MMCAP member is subject to shipping costs. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 56 Page 768 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT H: VENDOR'S STOCK OUTAGE AND BACKORDER POLICY MSI has multiple warehouse distribution center locations. In the event a product is out of stock at our main distribution center we will ship from an alternate location. If agreed upon by the MMCAP member, alternate products will usually be delivered within 5-7 days from the date of purchase. Products that ship directly from the manufacturer require additional lead time, usually 7-10 days however, the participating facility will be notified atthe time the order is placed. I f expedited shipping is requested,the Vendor will have the Manufacturer of the Product, ship directly(drop shipped)to the MMCAP Facility via Next Day Delivery subject to additional cost or shipping charges. MSI's dedicated Sales and Purchasing staff will monitor usage levels from MMCAP locations to ensure adequate inventory. Customer service is also available to assist with back order situations. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 57 Page 769 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT I: VENDOR'S PRODUCT RETURN POLICY All returns must be authorized by Medical Solutions, Inc. prior to receipt. Returns may be arranged by phoning Customer Service at 1-800-557-8020 or email requests to sales a medicalsolutionsinc.com. Return Goods Authorization(RGAs) will be issued per the following: • Product must be returned within 30 days of purchase. • Must have invoice number, item description. • The merchandise must be in the original unopened packaging. • Merchandise is damaged during transportation. Credit for returned merchandise may be subject to a 15%restocking fee. Damaged product(s)by the customer will not be accepted. Special ordered items or custom products are not returnable. Customer is responsible for return shipping unless it is the error of MSI or a manufacturer recall. Credit for returned merchandise(upon receipt)will be applied to the customer's account or approved payment method. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 58 Page 770 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT J: VENDOR'S PRODUCT RECALL PROCEDURES/POLICIES It is the practice of MSI to work with the manufacturer of any goods that may encounter a recall. All supply or equipment recalls are initiated by the Manufacturer, the State or the FDA. We must comply with all instructions as set forth by these agencies. Notification of Potential Recalls 1.Owners & Accounting Manager will receive product recall notifications. 2.All documentation must be forwarded to the owners. Processing Recall Notifications by Quality Assurance MSI Accounting Manager will process all recalls and notify the customers with the following information: 1. Manufacturer Notification Copy of the manufacturing company's recall letter and reply form, if provided by manufacturer. 2. Item Number Information Spreadsheet providing a list of products and lot numbers referenced in the recall that MSI has in stock and/or has distributed to customer(s). 3. Customer Recall Letter Recall notification letters sent to customers that potentially received recalled product. 4. Recall Sales History Report Spreadsheet providing detailed sales history for the recalled product. 5.Processing Products a.Follow the instructions on the recall e-mail, b. If MSI picks up the recalled product from the customer: • Issue credit to customer. • Return the recalled product per instructions for MSI credit or replacement. c. Recalled items (drugs and medical devices) that are returned must be stored in the designated quarantine area. d. Hazardous material recalls will require that MSI give the customer credit and instruct the customer to dispose of the product properly according to state and federal requirements. Documentation Recall documentation must be kept for 7 years. This includes the recall notification and any disposition of the recalled product. Customer's involved in recall must also be part of the record keeping. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 59 Page 771 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT K: VENDOR'S BUSINESS INTERRUPTION PLAN In the event of an officially declared state of emergency based on a natural disaster,MSI will attempt to continue to supply each facility, or its nearby evacuation facilities with the medical supplies that it normally provides to the facility. Our services may be delayed and reasonable and substitute goods and services may be supplied, due to the disaster and other forces beyond our control. MSI will work diligently to provide its goods and services as close to normal delivery as is possible during the term of the emergency. We will contact the facility at the time of the emergency to coordinate arrangements for extraordinary shipping and to review options and costs before such shipments are made. Additionally, our partnership with NDC allows us the ability to utilize their resources as a remote distribution center. MSI can swiftly arrange for shipments to be made by NDC by pulling product from dedicated member inventory. Arrangements will also be made for a dedicated NDC contact to service MMCAP members in the event of interruption. MSI also has in place a system disaster data recovery from a 3`a backup disc from the server which will take less time to bring the system back online in case of any issues. By adding a RAD1 disc mirror and a 3`d disaster recovery disc, MSI will ensure that your data is always backed up and ready to be restored. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 60 Page 772 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT L: VENDOR'S ESCALATION PROCEDURE Policy: To clarify the escalation process for issue resolution. Procedure: Government Sales escalation of issue resolution will be addressed by the following positions within the stated timeline: Customer Service(Customer Service issues i.e. orders,returns, pricing errors): • MMCAP Sales Customer Service(issue resolution within 2 business days) • Key Accounts/MMCAPSales(Issue resolution within 3-5 business days) • Manager, MMCAP Contract Manager(Issue resolution within 30 days) Accounts Receivable: • Credit Account Manager, Accounts Receivable(issue resolution within 1-3 days) • Manager, Credit & Collections(Issue resolution within 4-10 business days) • Manager, Contract Manager (Issue resolution within 30 days) MMCAP Contract Manager will oversee all customer service and accounting issues from start to finish. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 61 Page 773 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 ATTACHMENT M: VENDOR'S DISCOUNT STRUCTURE Prompt Payment Terms or other discount programs such as promotional opportunities and locally negotiated manufacture vendor contracts are available to each MMCAP member. These discounts can be reviewed at the individual account level with the Account Manager. Example of Prompt Payment Terms/Discount structure: • 1% 15 NET 30 Days • 2% l0 NET 30 Days [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 62 Page 774 of 1076 Medical Solations, Inc. MMCAP Conti-act No. MMS 18013 State of Minnesota Affirmative Action Certification Form Complete tile information requested ba lokk todetenuine whether Responder is subject to the Minnesota Human RiLlos Act ecifification requirement(Minnesota Statutes Section 363A.36. Responder must provide this information and—if required—apply for Ifurnan Rights certification prior to the due(laic an(] time of the proposal and to obtain Ifunian Rights certification prior to the execution of the contract. BOX A For companies which have employed more than 40 full-time employees within Minnesota orlan) single working day during the previous 12 months. All other companies proceed to BOX B. The proposal will be rejected unless Responder's business-has a current Certificate of Compliance issued b\ the Minnesota Department of I lunian Rights(MDI IR)OR has submitted an affirmative action plan to the NHA IR. Mflelf the Department received prior to the date and time the proposals are due, Check one ofthe following statements ir Responder has employed more than,40 Full-time eniployces in N1 innesola on any single norking day during the previous 12 months: 0 We have a current Certificate of Compliance issued by the MD111R. Proceed to BOX C. Include a cop),of Responder's certificate with your proposal. U We do not have a current Cerlificale of Compliance. Ilowever,we submitted all Affirmative Action Vkin to the MDlIR for approval,wilich the Department received oil (Llatc), 111'thc date is Clic Nanic .is file proposal due date,indicate the time Responder's plan was received- _(time). Proceed tt, 13OX C, LI We do not have a Certificate of Compliance,nor has the MDHR received an Affirmative Action I'lan from ow- company. We acknowledge that our proposal will be rejected. Proceed to 13OX C. Contact the Minnesota Department or Iturnan Rights for assistance. (See below for contact information.) Note; Certificates ofCompliance must be issued by the Minnesota Department ofilurnan Rights. AffinnalivQ Action Plans approved by othergovertimental entities(federal governnictit,county,or city)must still be tv\ic\%cd and approved by the Minnesota Department of Human Rights before a certificate can be issued. X 11--For those companies not described in 13OX A. Check below, We have not employed more than 40 full-tune employees on any single working day in Minnesota within the previous 12 months. Proceed to BOX C. Box C–FOR ALL COMPANIES Bl, signing this statement,Responder certifies that the information provided is accurate,lbalyou arc akilliorl/ed to sigh-it oil beliall'of the Responder,and that Responder is in compliance with federal affirmative action requirements than may apply to the Responder's company.(These requirements are generally triggered only by participating as a linnic or subcontractors oil federal p rojec I s/con tracts. 'Vendors are alerted to these requirements by the federal A Nanic of,conipapy: _T&P110VIC Mfulber� Dale. EI Authorized Signature: _1 , -Date: N I i nncoa I kp&iment of human Rig,sls.Comphance SaN icts Skclioo %hit 190neon 3[hSl,Sui1c7D0tis Vaul,%IN 55101 K'Metro (65 1)Z96-$663 toll I rcc S',o N,%eb m%,%l"Imittlyis!1I � (651)296-WA2 lolad JslklGpktx po 63 Page 775 of 1076 Medical Solutions, Inc. MMCAP Contract No. MMS 18013 State of Minnesota Resident Vendor Form (Return with proposal only if applicable) In accordance with Laws of Minnesota 2013,Chapter 142,Article 3,Section 16,amending Minn.Stat. § 16C.02,subd. 13,a"Resident Vendor"means a person,firm,or corporation that; (1) is authorized to conduct business in the state or Minnesota on the date a solicitation for a contract is first advertised or announced. It includes a foreign corporation duly authorized to engage in business in Minnesota; (2) has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid or proposal for which ally preference is sought; (3) has a business address in the state;and (4) has affirmatively claimed that status in the bid or proposal submission. To receive recognition as a Minnesota Resident Vendor("Resident Vendor"),your company must meet cacti clement orthe statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status,you should do so by submitting this form with your bid or proposal. Resident Vendor status may be considered for purposes of resolving tied low bids or the application of reciprocal preference, I HEREBY CERTIFY THAT THE COMPANY LISTED BELOW: I. Is authori7ed to conduct business in the State of Minnesota on the date a solicitation for a contrae( is first advertised or announced, (This includes a foreign corporation duly authorized to engage in business in Minnesota.) */Yes No(must check yes or no) 2. f—las paidunemploymenttaxes or income taxes in the State of Minnesota during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought, %/Ves_No(must check yes or no) 3. 1 las a business address in the State of Minnesota. -V--Vcs_No(must check yes or no) 4. Agrees to submit documentation,ifrequested,as part of(fie bid or proposal process,to verify con pliance with the above statutory requirements. —Yes No(must check yes or no) BY SIGNING BELOW,you are certifying your compliance with the requirements set forth herein and claiming Resident Vendor status in your bid or proposal submission. Name of Company: 0\e�,1g Date: Authorized Signature: )�akICA lxky-d� Telephone: I Printed Name: 1 `(td �( _--Titic: 6U)kACT— IF YOU ARE CLAIMING RESIDENT VENDOR STATUS,SIGN AND RETURN T141S FORM WITH YOUR BID OR PROPOSAL SUBMISSION. 64 Page 776 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT This Member-requested Participation Agreement(MPA)is by and among: STATE OF MINNESOTA ACTING THROUGH ITS COMMISSIONER OF ADMINISTRATION ON BEHALF OF THE MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY(MMCAP), CONCORDANCE HEALTHCARE SOLUTIONS,LLC (CONCORDANCE OR CONTRACTOR),and STATE OF FLORIDA ACTING THROUGH THE DEPARTMENT OF MANAGEMENT SERVICES, DIVISION OF STATE PURCHASING(FLORIDA DMS) and amends the Agreement between MMCAP and Vendor to include the following: Term: This MPA(Florida Contract Number 42000000-18-ACS)is effective August 29, 2018, and expires upon the expiration of MMCAP's contract with Concordance (MMS 18008) or by any party upon 30 days' written notice to the other parties to this MPA listed below. Scope: Florida DMS, desires to access the MMCAP agreement for medical supply distribution services with Concordance (MMS 18008),which is incorporated into this MPA by reference. Contacts and Notice: Florida DMS: Richard Chatel Florida Department of Management Services Bureau Chief of Contract Management State Purchasing 850-414-7657 Email: Richard.chatel(a�dms.myflorida.com MMCAP: MMCAP Managing Director State of Minnesota, MMCAP Program 50 Sherburne Avenue, Suite 112 St.Paul,MN 55155 651-201-2420 Concordance: Ron Roehl, EVP Sales 3901 West 34t'St.North Sioux Falls, South Dakota 57105 Email: rroehl@concordancehs.com 1 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 777 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT Additional Terms: The following additional terms and conditions apply solely to the performance of Concordance and the Florida DMS, and not to the State of Minnesota or MMCAP. These terms will be solely enforced by Florida DMS. As used in this MPA: "Customer"is an MMCAP Member that is also a State of Florida agency or eligible user as defined in Section 278.012(l 1), Florida Statutes, and "Contract"refers to this MPA. 1. Payment Invoicing. Pursuant to Section 287.058(1)(a), Florida Statutes, the Contractor will be paid upon submission of proper invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain detail sufficient for an audit and contain the Florida Alternate Contract Source (ACS) Contract Number 42000000-18-ACS and the Contractor's Federal Employer Identification Number. 2. Travel. Pursuant to Section 287.058(1)(b), Florida Statutes, travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, Florida Statutes. 3. Annual Appropriation. Pursuant to section 287.0582, Florida Statutes, if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 4. Transaction Fees. The State of Florida,through the Department of Management Services,has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law.Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees,when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 5. Punch-out Catalog and Electronic Invoicing The Contractor shall implement a punch-out catalog within ninety(90)days after contract execution. The punch-out catalog provides an alternative mechanism for contractors to offer the State of Florida access to products awarded under the Contract. The punch-out catalog also allows for direct communication between the Florida MyFloridaMarketPlace eProcurement System (MFMP) and a contractor's ERP system,which can reflect real-time product inventory/availability information. Through utilization of the punch-out catalog model, a customer will "punch out" to a contractor's website. Using the search tools on the supplier's Florida punch-out catalog site,the customer selects the desired products and services. When complete,the user exits the supplier's punch-out catalog site and the shopping cart (full of products and services) is "brought back"to MFMP. No orders are sent to a contractor when the customer exits the contractor's punch-out catalog site. Instead, the chosen products and services are"brought back"to MFMP as Contract line items. The customer can then proceed through the normal workflow steps, which may include adding/editing the items to a requisition or a purchase order. An order is not submitted to a contractor until the customer actually adds the line items to a requisition and the purchase order is approved and sent to the contractor. 2 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 778 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Electronic invoices shall be submitted to the Florida agency through the Ariba Network(AN)in one of three mechanisms as listed below. Contractors can select the method that best meets their capabilities from the following list: cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the ASN for catalog and non- catalog products and services. The cXML format is the Ariba preferred method for eInvoicing. EDI(Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(8 10)for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog products and services. PO Flip via ASN The online process allows contractors to submit invoices via the ASN for catalog and non-catalog products and services. Contractors have the ability to create an invoice directly from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider of MFMP, a state Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State of Florida and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos,trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the Florida MFMP management team to obtain specific requirements for the Punch-out Catalog and Electronic Invoicing. The Contractor is required to provide additional Ordering Instructions and identify persons responsible for answering questions about the response and administering the Contract and shall provide information necessary for placing orders under the Contract. 6. Respect. Subject to the agency determination provided for in Section 413.036, Florida Statutes., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS 3 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 779 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at htip://www.respectofflorida.M. 7. Pride. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), Florida Statutes, the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON,FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-enterprises.org. 8. Contractor Certification. If the Contract exceeds $1,000,000.00 in total,not including renewal years, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473, Florida Statutes and 215.4725 Florida Statutes,respectively and is not engaged in business operations in Cuba or Syria. Pursuant to section 287.135(5), Florida Statutes , and 287.135(3), Florida Statutes , Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in business operations in Cuba or Syria or a boycott of Israel during the term of the Contract. 9. Cooperation with Inspector General. Pursuant to Section 20.055(5), Florida Statutes, Contractor, and any subcontractor to the Contractor,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit,inspection,review, or hearing. 10. E-Verify. In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-Verify System,it will do so within five days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five days of Contract execution. The link to E-Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five days to the Contract Manager identifying the new hire with its E-Verify case number. 4 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 780 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT 11. Financial Consequences of Non-Performance. Pursuant to Section 287.058(1)(h), Florida Statutes, financial consequences for non-performance are required. The Contractor will be assessed a non- performance retainage equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage will be applied to the invoice for the then-current billing period. The retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may invoice the Customer for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited. 12. Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents,papers,letters or other material made or received by the Contractor in conjunction with the Contract,unless the records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), Florida Statutes. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per(e),below. If,under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.070 1, Florida Statutes. The Contractor shall: (a)Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency; (d)Upon completion of the contract,transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency; and (e)IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE ORDERING ENTITY. Balance of Page Intentionally Left Blank 5 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 781 of 1076 MMCAP Agreement No.MMS 18008 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT Except as amended herein the terms of the Original Contract remain in full force and effect. 1. Concordance Healthcare Solutions,LLC. By: Date: Title: Federal Tax ID Number: 2. State of Florida,acting by and through the Department of Management Services, Division of State Purchasing Signature: Date: Printed Name: Title: 3. State of Minnesota for MMCAP In accordance with Minn. Stat. § 16C.03, subd. 3 By: Date: 4. Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 By: Date: 6 MMCAP MPA for Florida DMS and Concordance 42000000-18-ACS Page 782 of 1076 00( MMCAP Agreement No.MMSI8008 Amendment 3 &CAP WmBER-REQUESTED PARTICiI'noN AGREEMENT I xcW as amended herein the terms of the Original Contract remain in full farce and effect. 1. Concordance Healthcare Solutions,LLC. .011-7 By: - ..... -- -– Date ... Title; Federal Tax ID Number: 2.State of Florida,acting by and through the Department of Management Services, Division of State P rchasing / Signature:_.. ! _.,.�• ; Date:. Printed Name:ACUIA „�. Title: 3. State of Minnesota for MMCAI' In accordance with Minn.Stat.§ 16C.03,subd.3 By: �L ( ./ , ' Date: t� l 4. Commissioner of Administration In accordance with Minn.Stat.§ 16C.45,su6d 2 Date; 6 MMCAP MPA far Florida DMS and Concordance 42000000-18-ACS Page 783 of 1076 MMCAP Agreement No.MMCAP MMS18016 Amendment a MEMBER-REQUESTED PARTICIPATION AGREEMENT This Member-requested Participation Agreement(MPA) is by and among: STATE OF MINNESOTA ACTING THROUGH ITS COMMISSIONER OF ADMINISTRATION ON BEHALF OF THE MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY(MMCAP), HENRY SCHEIN MEDICAL A DIVISION OF HENRY SCHEIN INC. (CONTRACTOR),and STATE OF FLORIDA ACTING THROUGH THE DEPARTMENT OF MANAGEMENT SERVICES, DIVISION OF STATE PURCHASING(FLORIDA DMS) and amends the Agreement between MMCAP and Vendor to include the following: Term: This MPA (Florida Contract Number 42000000-18-ACS)is effective September 28, 2018 and expires upon the expiration of MMCAP's contract with Henry Schein Medical a division of Henry Schein Inc. (MMS 18016) or by any party upon 30 days' written notice to the other parties to this MPA listed below. Scope: Florida DMS, desires to access the MMCAP agreement for medical supply distribution services with Henry Schein Medical a division of Henry Schein Inc. (MMS18016),which is incorporated into this MPA by reference. Contacts and Notice: Florida DMS: Richard Chatel Florida Department of Management Services Bureau Chief of Contract Management State Purchasing 850-414-7657 Email: Richard.chatelLy dms.myflorida.com MMCAP: MMCAP Managing Director State of Minnesota, MMCAP Program 50 Sherburne Avenue, Suite 112 St.Paul,MN 55155 651-201-2420 Henry Schein Medical a division of Henry Schein Inc.: Andy Oterson 240-409-6125 Email: and .oterson ,henryschein.com MMCAP MPA for Florida DMS and Henry Schein Medical 1 a division of Henry Schein Inc. 42000000-18-ACS Page 784 of 1076 MMCA Agreemeint No. MMCAP MMS18016 Amendment 4 MEMBER-REQUESTED PARTICIPATION AGREEMENT Additional Terms: The following additional terms and conditions apply solely to the performance of Henry Schein Medical a division of Henry Schein Inc. and the Florida DMS, and not to the State of Minnesota or MMCAP. These terms will be solely enforced by Florida DMS. As used in this MPA: "Customer"is an MMCAP Member that is also a State of Florida agency or eligible user as defined in Section 278.012(l 1), Florida Statutes, and"Contract"refers to this MPA. 1. Payment Invoicing. Pursuant to Section 287.058(1)(a), Florida Statutes, the Contractor will be paid upon submission of proper invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain detail sufficient for an audit and contain the Florida Alternate Contract Source (ACS) Contract Number 42000000-18-ACS and the Contractor's Federal Employer Identification Number. 2. Travel. Pursuant to Section 287.058(1)(b), Florida Statutes, travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, Florida Statutes. 3. Annual Appropriation. Pursuant to section 287.0582, Florida Statutes, if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 4. Transaction Fees. The State of Florida,through the Department of Management Services,has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code,or as may otherwise be established by law.Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees,when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 5. Punch-out Catalog and Electronic Invoicing The Contractor shall implement a punch-out catalog within ninety(90)days after contract execution. The punch-out catalog provides an alternative mechanism for contractors to offer the State of Florida access to products awarded under the Contract. The punch-out catalog also allows for direct communication between the Florida MyFloridaMarketPlace eProcurement System (MFMP) and a contractor's ERP system,which can reflect real-time product inventory/availability information. Through utilization of the punch-out catalog model, a customer will "punch out" to a contractor's website. Using the search tools on the supplier's Florida punch-out catalog site,the customer selects the desired products and services. When complete, the user exits the supplier's punch-out catalog site and the shopping cart (full of products and services) is "brought back" to MFMP. No orders are sent to a contractor when the customer exits the contractor's punch-out catalog site. Instead, the chosen products and services are"brought back"to MFMP as Contract line items. The customer can then proceed through the normal workflow steps, which may include adding/editing the items to a requisition or a purchase order. An order is not submitted to a contractor until the customer actually adds the line items to a requisition and the purchase order is approved and sent to the contractor. MMCAP MPA for Florida DMS and Henry Schein Medical 2 a division of Henry Schein Inc. 42000000-18-ACS Page 785 of 1076 MMCA Agreemeint No. MMCAP MMS18016 Amendment 4 MEMBER-REQUESTED PARTICIPATION AGREEMENT The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Electronic invoices shall be submitted to the Florida agency through the Ariba Network(AN)in one of three mechanisms as listed below. Contractors can select the method that best meets their capabilities from the following list: cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the ASN for catalog and non- catalog products and services. The cXML format is the Ariba preferred method for eInvoicing. EDI(Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(8 10)for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog products and services. PO Flip via ASN The online process allows contractors to submit invoices via the ASN for catalog and non-catalog products and services. Contractors have the ability to create an invoice directly from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider of MFMP, a state Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State of Florida and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the Florida MFMP management team to obtain specific requirements for the Punch-out Catalog and Electronic Invoicing. The Contractor is required to provide additional Ordering Instructions and identify persons responsible for answering questions about the response and administering the Contract and shall provide information necessary for placing orders under the Contract. 6. Respect. Subject to the agency determination provided for in Section 413.036, Florida Statutes., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY MMCAP MPA for Florida DMS and Henry Schein Medical 3 a division of Henry Schein Inc. 42000000-18-ACS Page 786 of 1076 MMCAP Agreement No. MMCAP MMS18016 Amendment 4 MEMBER-REQUESTED PARTICIPATION AGREEMENT INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at http://www.respectofflorida.org. 7. Pride. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), Florida Statutes, the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON,FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-ente!prises.org. 8. Scrutinized Companies—Termination by Florida DMS. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 9. Cooperation with Inspector General. Pursuant to Section 20.055(5), Florida Statutes, Contractor, and any subcontractor to the Contractor,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit,inspection,review, or hearing. 10. E-Verify. In accordance with Executive Order I1-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU)to the Contract Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-Verify System,it will do so within five days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five days of Contract execution. The link to E-Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire,the Contractor must provide a statement within five days to the Contract Manager identifying the new hire with its E-Verify case number. 11. Financial Consequences of Non-Performance. Pursuant to Section 287.058(1)(h), Florida Statutes, financial consequences for non-performance are required. The Contractor will be assessed a non- performance retainage equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage will be applied to the invoice for the then-current billing period. The retainage will be withheld MMCAP MPA for Florida DMS and Henry Schein Medical 4 a division of Henry Schein Inc. 42000000-18-ACS Page 787 of 1076 MMCAP Agreement No. MMCAP MMS 18016 Amendment 4 MEMBER-REQUESTED PARTICIPATION AGREEMENT until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may invoice the Customer for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited. 12. Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents,papers,letters or other material made or received by the Contractor in conjunction with the Contract,unless the records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), Florida Statutes. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per(e),below. If,under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.070 1, Florida Statutes. The Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service; (b)Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency; (d)Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency; and (e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE ORDERING ENTITY. Balance of Page Intentionally Left Blank MMCAP MPA for Florida DMS and Henry Schein Medical 5 a division of Henry Schein Inc. 42000000-18-ACS Page 788 of 1076 MMCAP Agreement No. MMCAP MMS 18016 Amendment 4 MEMBER-REQUESTED PARTICIPATION AGREEMENT Except as amended herein the terms of the Original Contract remain in full force and effect. 1. Henry Schein Medical a division of Henry Schein Inc. By: Date: Title: Federal Tax ID Number: 2. State of Florida,acting by and through the Department of Management Services, Division of State Purchasing Signature: Date: Printed Name: Title: 3. State of Minnesota for MMCAP In accordance with Minn. Stat. § 16C.03, subd. 3 By: Date: 4. Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 By: Date: MMCAP MPA for Florida DMS and Henry Schein Medical 6 a division of Henry Schein Inc. 42000000-18-ACS Page 789 of 1076 MNICAPMMS18016 t Amendment 4 1 U `E ` N AGREEMENT Except as amended the terms of the Original Contract remain in 1 force and sect. . Henry Schein Medicaldivision f fleary ScheinInc. .� Ya as ate. u I ., 016 Title: Mae President Healf are Bervk8a _.� .. Federal Number., 17-3136595 2.State of Florida,acting by and through the Department of Management Services, Division o rehasm 1P iP Sl nature® etc: Printed Name:David Zecknian Title:e: ief Of Staff :Z�1 3. State of Minnesotar MNICAP In accordance with Minn. Stat.§ 16C,03,suhd.3 ate: °" P=, tt - .......... ... .......__ .. ..._.. ...._.a .... 4. Commissioner of Administration accordanceIn th Minn.Stat.§ 16CA5,subd. 13 ` ate...._. ry. .0 t _£. ...` MMCAP MPA for FloridaS and Henry ScheinMedical 6 a division of Henry ScheinInc. 420 DO -1 Page 790 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT This Member-requested Participation Agreement(MPA)is by and among: STATE OF MINNESOTA ACTING THROUGH ITS COMMISSIONER OF ADMINISTRATION ON BEHALF OF THE MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY(MMCAP), MCKESSON MEDICAL-SURGICAL INC.; MCKESSON MEDICAL-SURGICAL MINNESOTA SUPPLY INC.; MOORE MEDICAL,LLC.; (MCKESSON OR CONTRACTOR),and STATE OF FLORIDA ACTING THROUGH THE DEPARTMENT OF MANAGEMENT SERVICES, DIVISION OF STATE PURCHASING(FLORIDA DMS) and amends the Agreement between MMCAP and Vendor to include the following: Term: This MPA(Florida Contract Number 42000000-18-ACS)is effective August 29, 2018 and expires upon the expiration of MMCAP's contract with McKesson(MMS 18000) or by any party upon 30 days' written notice to the other parties to this MPA listed below. Scope: Florida DMS, desires to access the MMCAP agreement for medical supply distribution services with McKesson (MMS18000),which is incorporated into this MPA by reference. Contacts and Notice: Florida DMS: Richard Chatel Florida Department of Management Services Bureau Chief of Contract Management State Purchasing 850-414-7657 Email: Richard.chatel(aAms.myflorida.com MMCAP: MMCAP Managing Director State of Minnesota, MMCAP Program 50 Sherburne Avenue, Suite 112 St.Paul,MN 55155 651-201-2420 McKesson: Amanda Johnson 9954 Mayland Drive, Suite 4000 Henrico,VA 23233 Email: Govemment.Bids@McKesson.com 1 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 791 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT Additional Terms: The following additional terms and conditions apply solely to the performance of McKesson and the Florida DMS, and not to the State of Minnesota or MMCAP. These terms will be solely enforced by Florida DMS. As used in this MPA: "Customer"is an MMCAP Member that is also a State of Florida agency or eligible user as defined in Section 278.012(l 1), Florida Statutes, and"Contract"refers to this MPA. 1. Payment Invoicing. Pursuant to Section 287.058(1)(a), Florida Statutes, the Contractor will be paid upon submission of proper invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain detail sufficient for an audit and contain the Florida Alternate Contract Source (ACS) Contract Number 42000000-18-ACS and the Contractor's Federal Employer Identification Number. 2. Travel. Pursuant to Section 287.058(1)(b), Florida Statutes, travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, Florida Statutes. 3. Annual Appropriation. Pursuant to section 287.0582, Florida Statutes, if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 4. Transaction Fees. The State of Florida,through the Department of Management Services,has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law.Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees,when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 5. Punch-out Catalog and Electronic Invoicing The Contractor shall implement a punch-out catalog within ninety(90)days after contract execution. The punch-out catalog provides an alternative mechanism for contractors to offer the State of Florida access to products awarded under the Contract. The punch-out catalog also allows for direct communication between the Florida MyFloridaMarketPlace eProcurement System (MFMP) and a contractor's ERP system,which can reflect real-time product inventory/availability information. Through utilization of the punch-out catalog model, a customer will "punch out" to a contractor's website. Using the search tools on the supplier's Florida punch-out catalog site,the customer selects the desired products and services. When complete,the user exits the supplier's punch-out catalog site and the shopping cart (full of products and services) is "brought back"to MFMP. No orders are sent to a contractor when the customer exits the contractor's punch-out catalog site. Instead, the chosen products and services are"brought back"to MFMP as Contract line items. The customer can then proceed through the normal workflow steps, which may include adding/editing the items to a requisition or a purchase order. An order is not submitted to a contractor until the customer actually adds the line items to a requisition and the purchase order is approved and sent to the contractor. 2 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 792 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Electronic invoices shall be submitted to the Florida agency through the Ariba Network(AN)in one of three mechanisms as listed below. Contractors can select the method that best meets their capabilities from the following list: cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the ASN for catalog and non- catalog products and services. The cXML format is the Ariba preferred method for eInvoicing. EDI(Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(8 10)for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog products and services. PO Flip via ASN The online process allows contractors to submit invoices via the ASN for catalog and non-catalog products and services. Contractors have the ability to create an invoice directly from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider of MFMP, a state Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State of Florida and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos,trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the Florida MFMP management team to obtain specific requirements for the Punch-out Catalog and Electronic Invoicing. The Contractor is required to provide additional Ordering Instructions and identify persons responsible for answering questions about the response and administering the Contract and shall provide information necessary for placing orders under the Contract. 6. Respect. Subject to the agency determination provided for in Section 413.036, Florida Statutes., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY 3 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 793 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at htip://www.respectofflorida.M. 7. Pride. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), Florida Statutes, the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON,FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-enterprises.org. 8. Contractor Certification. If the Contract exceeds $1,000,000.00 in total,not including renewal years, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473, Florida Statutes and 215.4725 Florida Statutes,respectively and is not engaged in business operations in Cuba or Syria. Pursuant to section 287.135(5), Florida Statutes , and 287.135(3), Florida Statutes , Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in business operations in Cuba or Syria or a boycott of Israel during the term of the Contract. 9. Cooperation with Inspector General. Pursuant to Section 20.055(5), Florida Statutes, Contractor, and any subcontractor to the Contractor,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit,inspection,review, or hearing. 10. E-Verify. In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-Verify System,it will do so within five days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five days of Contract execution. The link to E-Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five days to the Contract Manager identifying the new hire with its E-Verify case number. 4 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 794 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT 11. Financial Consequences of Non-Performance. Pursuant to Section 287.058(1)(h), Florida Statutes, financial consequences for non-performance are required. The Contractor will be assessed a non- performance retainage equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage will be applied to the invoice for the then-current billing period. The retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may invoice the Customer for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited. 12. Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents,papers,letters or other material made or received by the Contractor in conjunction with the Contract,unless the records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), Florida Statutes. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per(e),below. If,under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.070 1, Florida Statutes. The Contractor shall: (a)Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency; (d)Upon completion of the contract,transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency; and (e)IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE ORDERING ENTITY. Balance of Page Intentionally Left Blank 5 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 795 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 P MEMBER-REQUESTED PARTICIPATION AGREEMENT Except as amended herein the terms of the Original Contract remain in full force and effect. 1. McKesson Medical-Surgical Inc.; McKesson Medical-Surgical Minnesota Supply,Inc.; Moore Medical,LLC. By: Date: Title: Federal Tax ID Number: 2. State of Florida,acting by and through the Department of Management Services, Division of State Purchasing Signature: Date: Printed Name: Title: 3. State of Minnesota for MMCAP In accordance with Minn. Stat. § 16C.03, subd. 3 By: Date: 4. Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 By: Date: 6 MMCAP MPA for Florida DMS and McKesson 42000000-18-ACS Page 796 of 1076 MMCAP Agreement No.MMS 18000 Amendment 3 lArACAP EMBER-REQULSTL°D PARTICIPATION AGREEMENT Except as amended herein the terms of the Original Contract remain in full force and effect. 11. McKesson Medical-Snrgical Inc.; McKesson Medical-Surgical Minnesota Supply,Inc.; Moore Medical,LLC. By: ©ate; ,Stell tootrttt6 Title; Pres&yt _ McKesson Medical-Surgical Inc.:94-2640465 McKesson Medical-Surgical Minnesota Supply:41.1261653 Federal Tax ID Number: Moore edical.L.L -10?446702 2.State of Florida,acting by and through the Department of Management Services, Division €afStat Purchasing Signatur , 74� Dater" j�,✓ Printed Nance: :... 3. State of Minnesota for MMCAP In accordance with Minn.Stat.§ 16C.03,subd.3 y: . �1,• SCS Date:, F. . Commissioner of Administration In accordance with Minn.Stat.§ 16C,05,subd.2 Dote: MMCAP MPA for Florida DMS and McKesson c 42000000-18-ACS Page 797 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT This Member-requested Participation Agreement(MPA) is by and between: MEDICAL SOLUTIONS,INC. (VENDOR OR CONTRACTOR),and STATE OF FLORIDA ACTING THROUGH THE DEPARTMENT OF MANAGEMENT SERVICES, DIVISION OF STATE PURCHASING(FLORIDA DMS) and amends the Agreement between MMCAP and Vendor to include the terms set forth herein. Term: The terms of this MPA are entered into by and between Vendor and the State of Florida.Neither the Minnesota Multistate Contracting Alliance for Pharmacy("MMCAP")nor the State of Minnesota are bound by the terms herein.MMCAP and the State of Minnesota, as a party to the Original Contract, execute this MPA only to signify its approval of the content of this MPA. This MPA supersedes and replaces all previously signed MPA's between the Parties.In the event of a conflict between this MPA and any previously-signed MPA's between the Parties,this MPA shall control. This MPA is effective upon final signature (Florida Contract Number 42000000-18-ACS)and commences November 12, 2018 or earlier if agreed upon between the State of Florida and Medical Solutions, Inc. (MMS 18013) or by any party upon 30 days' written notice to the other parties to this MPA listed below, and expires on May 31, 2020, unless the applicable annual extensions are executed. Scope: Florida DMS, desires to access the MMCAP agreement for medical supply distribution services with Medical Solutions, Inc. (MMS 18013),which is incorporated into this MPA by reference. Contacts and Notice: Florida DMS: Richard Chatel Florida Department of Management Services Bureau Chief of Contract Management State Purchasing 850-414-7657 Email: Richard.chatel(a�dms.myflorida.com MMCAP: MMCAP Managing Director State of Minnesota, MMCAP Program 50 Sherburne Avenue, Suite 112 St.Paul,MN 55155 651-201-2420 Medical Solutions,Inc.: David Delgado 10401 93rd Avenue N, Suite 100 Maple Grove,MN 55369 Email: ddelgadoLmedicalsolutionsinc.com 1 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 798 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT Additional Terms: The following additional terms and conditions apply solely to the performance of Medical Solutions, Inc. and the Florida DMS, and not to the State of Minnesota or MMCAP. These terms will be solely enforced by Florida DMS. As used in this MPA: "Customer"is an MMCAP Member that is also a State of Florida agency or eligible user as defined in Section 278.012(l 1), Florida Statutes, and"Contract"refers to this MPA. 1. Payment Invoicing. Pursuant to Section 287.058(1)(a), Florida Statutes, the Contractor will be paid upon submission of proper invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain detail sufficient for an audit and contain the Florida Alternate Contract Source (ACS) Contract Number 42000000-18-ACS and the Contractor's Federal Employer Identification Number. 2. Travel. Pursuant to Section 287.058(1)(b), Florida Statutes, travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, Florida Statutes. 3. Annual Appropriation. Pursuant to section 287.0582, Florida Statutes, if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 4. Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available.Vendors will submit any monthly reports required pursuant to the rule.All such reports and payments will be subject to audit.Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 5. Punch-out Catalog and Electronic Invoicing The Contractor shall implement a punch-out catalog within ninety (90) days after contract execution. The punch-out catalog provides an alternative mechanism for contractors to offer the State of Florida access to products awarded under the Contract. The punch-out catalog also allows for direct communication between the Florida MyFloridaMarketPlace eProcurement System (MFMP) and a contractor's ERP system, which can reflect real-time product inventory/availability information. Through utilization of the punch-out catalog model, a customer will "punch out" to a contractor's website. Using the search tools on the supplier's Florida punch-out catalog site,the customer selects the desired products and services. When complete, the user exits the supplier's punch-out catalog site and the shopping cart (full of products and services) is "brought back" to MFMP. No orders are sent to a contractor when the customer exits the contractor's punch-out catalog site. Instead, the chosen products and services are "brought back" to MFMP as Contract line items. The customer can then proceed through the normal workflow steps, which may include adding/editing the items to a requisition or a purchase order. An order is not submitted to a contractor until the customer actually adds the line items to a requisition and the purchase order is approved and sent to the contractor. 2 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 799 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Electronic invoices shall be submitted to the Florida agency through the Ariba Network (AN) in one of three mechanisms as listed below. Contractors can select the method that best meets their capabilities from the following list: cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog products and services. The cXML format is the Ariba preferred method for eInvoicing. EDI(Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(8 10) for use within the context of an Electronic Data Interchange (EDI)environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog products and services. PO Flip via ASN The online process allows contractors to submit invoices via the ASN for catalog and non-catalog products and services. Contractors have the ability to create an invoice directly from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider of MFMP, a state Contractor, the right and license to use,reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State of Florida and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the Florida MFMP management team to obtain specific requirements for the Punch-out Catalog and Electronic Invoicing. The Contractor is required to provide additional Ordering Instructions and identify persons responsible for answering questions about the response and administering the Contract and shall provide information necessary for placing orders under the Contract. 6. Respect. Subject to the agency determination provided for in Section 413.036,Florida Statutes.,the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF,OR REQUIRED TO CARRY OUT,THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(l)AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY IN SO FAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. 3 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 800 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at http://www.respectofflorida.M. 7. Pride. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), Florida Statutes, the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946,F.S.,IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-ente!prises.org. 8. Contractor Certification. If the Contract exceeds $1,000,000.00 in total,not including renewal years, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473,Florida Statutes and 215.4725 Florida Statutes,respectively and is not engaged in business operations in Cuba or Syria. Pursuant to section 287.135(5), Florida Statutes , and 287.135(3), Florida Statutes , Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in business operations in Cuba or Syria or a boycott of Israel during the term of the Contract. 9. Cooperation with Inspector General. Pursuant to Section 20.055(5), Florida Statutes, Contractor, and any subcontractor to the Contractor,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit,inspection,review, or hearing. 10. E-Verify. In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision,the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU)to the Contract Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-Verify System,it will do so within five days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five days of Contract execution. The link to E-Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five days to the Contract Manager identifying the new hire with its E-Verify case number. 11. Financial Consequences of Non-Performance. Pursuant to Section 287.058(1)(h),Florida Statutes,financial consequences for non-performance are required. The Contractor will be assessed a non-performance retainage equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage will be applied to 4 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 801 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT the invoice for the then-current billing period. The retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is subsequently resolved,the Contractor may invoice the Customer for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited. 12. Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(l), Florida Statutes. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per(e),below. If,under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.070 1, Florida Statutes. The Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service; (b)Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency; (d)Upon completion of the contract,transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract,the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency; and (e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE ORDERING ENTITY. 13. Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Florida DMS designated Contract Manager,who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives any and all privileges and rights relating to venue it may have under Chapter 47, F.S., and any and all such venue privileges and rights it may have under any other statute, rule, or case law,including,but not limited to those based on convenience. The Contractor hereby submits to venue in the county chosen by Florida DMS. 5 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 802 of 1076 uMMCAP Agreement No.MMS 18013 Amendment 2_ P MEMBER-REQUESTED PARTICIPATION AGREEMENT Except as amended herein the terms of the Original Contract remain in full force and effect. BY AND BETWEEN: 1. Medical Solutions,Inc. By: Date: Title: Federal Tax ID Number: 2. State of Florida,acting by and through the Department of Management Services, Division of State Purchasing Signature: Date: Printed Name: Title: IN AN APPROVAL CAPACITY ONLY: 3. State of Minnesota for MMCAP In accordance with Minn. Stat. § 16C.03, subd. 3 By: Date: 4. Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 Date: By: 6 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 803 of 1076 MMCAP Agreeinent No.MMS 18013 Ainendinent 2— MEMBER-REQUESTED PARTICIPATION AGREEMENT MMCAP Agivement No.M S 18013 Amendment 2 NMP rd][04BER-REQUESTED PARTICIPATIONAGRzvmBNT prrv,ages atn a re to^venue' my ' arry ,ave tan ear ag yr , ,an uny att o su r+ea�ue privileges and nights it,nay l,tave ttndea,-€taffy ager statute,t-ule,car Case is ,i',I,ttirag,but nest limited tc,Haase hase4 aa�coatvetxivnee.The tdantssctar i,ereby submits to venue in the vounty'haseza by Florida I71v15. Except as amended hcrein than terms of the Original Contract remain in full for"anti effect, BY ANIS BETWEEN: 1. I4Kcrlfical Solutions,Inc. IIy: j �i���f.���a.��� � Da tc;__ !PA 1A Title: Q" Federal Tax W lYttmbec: 4 �t Z.Stake of Florida,acting by and through the Depnrttnent of Management services, Division of StateptIrebrising Signatures """ _ Date. a°ia,tccl Title: IN AN APPROVAL CAPACITY ONLY, 3. State of Minnesota for MMCAP In accord ancc with Minn.Stott.§ 160.03,subd.3 Z_') 4. Commissioner of Adnatnistratlo1% In eccoadance with Ml t. ,subd..2 ' 1 s MUCAP MPA for Florida ISMS and Medioal Solutions,Lac. 42000000-18-ACS 7 MMCAP MPA for Florida DMS and Medical Solutions,Inc. 42000000-18-ACS Page 804 of 1076 Medical Supplies/Alternate Contract Source/ State Contracts and Agreements/ State Pu... Page I of 2 Skip tQ_Main Content Department of Management Services Florida Dej.,,_qrtment of Management Services > Business 01�er - I....... Services... —ekti'ons > State Pu-rchasi n"ci > State Contracts and Agreements > Alternate Contract Source > Medical Supplies << Return Medical Supplies42000000-18- Contract Details Effective Period 08/29/2018 through 04/09/2020 Contract Type Alternate Contract Source * Contractors Contract Information * Pricing How to Use This Contract (F 700.80 KB) Contract Documents Master Agreements Pa rtici G14ttn_q.Addenda • Brenda Wells Contract Administration (850) 488-6904 • Brenda.WelisLi,.,dms.M,,y,,flq,rild,,a,..c-o,,,m Commodity Codes Description This alternate contract source provides statewide coverage for the purchase and delivery of medical supplies for state agencies and eligible users. Each state agency or eligible user facility must be a member of the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP) Group Purchasing Organization (GPO) to be eligible to purchase from this alternate contract source. If your facility is not already an MMCAP member (participating through a pharmacy contract), please submit a completed MMCAP Ar,,rdication and A.xeernent to the contract manager listed above. Document reader download link • Adobe PDF Reader https://www.dms.myflorida.com/business-operations/state_purchasing/state-contracts-and... PRJTIA�of 1076 7.B. BIDS AND PURCHASES OVER$100,000 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve the Bid#019-2821-19/IT"Repairs and Emergency Services for Water Distribution, Wastewater Collection and Storm Water Utility Systems" to Madesen Barr Corp. and Johnson-Davis, Inc. on a primary and secondary basis, to the lowest, most responsive, responsible bidders who met all specifications with an estimated annual amount of$175,000 to be used on an "as needed basis". EXPLANATION OF REQUEST: Bid Term: May 8, 2019 through May 7, 2021 On April 1, 2019, Procurement Services opened and tabulated three (3) bids for Repairs and Emergency Services for Water Distribution, Wastewater Collection and Storm Water Utility Systems. All bids were reviewed by the Engineering Division Manager. It was determined to recommend this award by a primary and secondary basis. Madesen/Barr Corp. as the Primary and Johns-Davis, Inc. as the Secondary. The City is seeking a maximum of two qualified contractors to furnish, install and provide labor and materials to complete repairs to the City's Utility Systems. The work will be performed on an "as needed" basis. Repairs are generally consisted of, but are not limited to, furnishing and installing various sizes of C-900 PVC pipe for gravity sewer main; ductile iron pipe for force main and water distribution lines; various types of pipe for storm water conveyance; and concrete structures for the wastewater and storm water systems. The bid will allow for three (3) additional one (1) year renewals subject to vendor acceptance, satisfactory performance and determination that the renewal is in the best interest of the City. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The purpose of the this bid is to seek a maximum of two qualified contractors to provide repairs and services to various Utility Systems. FISCAL IMPACT: Budgeted Funds are budgeted and available. Accounts Multiple accounts from Utilities Water, Wastewater and Storm Water Estimated Annual Expenditure $ 175,000 Previous years expenses: FY 17/18 $163,744 FY 16/17 $212,684 ALTERNATIVES: Obtain quotes on an "as needed" basis which would not be cost effective. STRATEGIC PLAN: Page 806 of 1076 STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Price Tabulation Sheet D Addendum Responsiveness Tab Sheet Page 807 of 1076 0 0 0 0 0 0 0 0 0 0 000000 000000 0 0 0 0 0 0 0 0 0 0 999999 000000 O O O O lf') O lf') lf') lf') lf') 00 0 0 0 0 - 0 0 0 0 0 0 o. 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WCL CL W W W W W t t t t t t U U U U U U C C C C - - a1 00 00 N O Cl M cl m N y Q N y Q N y Q N y Q N y Q N y Q N CL 06 � � � � 06 � 06 � � � � 06 � � � � 06 � 06 0_ O s H H H LL C H H H LL L H H H LL L H H H LL L H H H LL t H H H LL Q M y LL LL LL O N LL LL LLD N LL LL LL O N LL LL LLD 0 LL LL LL O N LL LL LL JbI N i M M 00 i M M 00 i M M 00 i M (O 00 i M M 00 L M M 00 0 2_ LL O O M b 00 LL O M b 00 LL O O M b 00 LL O M b 00 LL O O M b 00 LL O O M b 00 ~ M V Lf) M 00 O O M V LO (0 W W I� 00 00 00 00 00 00 00 00 00 00 O O O O O O O 7 m m cn cn cn U) cn cn cn cn cn co cn cn cn cn cn cn cn cn cn cn cn cn cn cn 00000000 00000000 000 OOOOO 000 9999 OOOO 99999999 OOO 99999 OOO LO LO O LO 0 0 M !7 N N O E 0 N_ M 0 0000 N M M O O 0 O V O N 00 O) I- 00 r- V 0 I� M N V I� U7 M O) O) O M N MV NV V (O W I- O V W O V (O O) � 02 N LO (O 00 H)H)H)H) H)H)H)H) H)H)H)H)H)H)H)H) H)H)H) H)H)H)H)H) H)H)H) 0000 OOOO 00000000 OOO 00000 OOO 9999 OOOO 99999999 OOO 99999 OOO 0000 OOOO 00000000 OOO 00000 OOO 0000 0000 000 Olf') 0000 I- O) I� W O) I� lf') lf') GOON In 0 O O O U7 O I- C N V Lo (O � N W - V V I� 0 rl0 r 4- 0 61) 613613613 61) 61) 63636136363636363 6363613 613613613613613 613613613 N 0000 OOOO 00000000 OOO 00000 OOO 0000 0000 00000000 000 00000 000 pp ui 000 000ui 00000000 ui00 ui0000 000 (1)N LO 00 000 (14W N 0 lf') lf') 000 (O OON W N (O OIn 000 M 0 0 N V N O 0 � N Lo W W A N N N M V � E LL 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 613 W J J J J W W y 2 W W W W W W W W W W W W W W W W W W W E o a _ - s a m a 0 a a) > f60 oo O v 9 ( U �O C p U C y o Q as a > w v '0 ' w d c aa�6i a�6i � c c000 U (7 C7 N N v a) UU 7 2000 n N N as ash .0 O) O) O) Y a) O O LL LL a 06 06 U O N a) a) U U U LL LL LL 0 0 0 C �a N NLL ALL. as a_ a_ a_ aUUUt7 O O OYY � K J J -O -O w .0 C C O J _ _ 0 0 0 0 0 0 0 0 0 0 0 0 2 -0 -0 a) a) O N N N Q (O (O a) a) a)N LL LL O U) U) U) W 3 a) a) a) 7 C C C a) LL LL LL T a) a) a) s 3 3 J 'm 'm 'm J a) a) O (p N N N N a) a) a) Y Y CO CO 2 U) U) U) a) N a) a) a) U) U) U) C Y Y Y y y (� . y y y a) a) > M +f6-' y Nc� 2' � 2' 2' 2' 2 2' 2' 2' rn w° w° c C7 C7 (7 0 0 0 C C U — C C C 'O 'C .O .O .O — C C C — C C — O aO+ a3 C C — aO+ 0 0 0 0 0 . . �O•, O O O w C C C '� '� m m m N y Q a) fn 0 ) " a) y y y N N N y 0 0 0 C a) a) a) a) co M LL C D D D C C (n U) COO O o 0 o p a n n n a) o rn rn rn J U U C 7 7 7 J J J J 7 7 7 CL atS O 76- 06 a) J a) a) a) JJJatS2' wowo atS U U U CL O t LL LL LL N N Q M y LL LL LL O C C C a) O y a) N a) a) a) y y C C C 'O O N 'L (h (Obote 0 0 0 -_ L o 0 0 � � � � � 'L o o a) L 'o 'o 'o � � L » > w - 0 2_ LL O OM (OboW WlW 0Q2 = (Ob0P �PNMLL V (D =OLL V (Ob0 � � LL V (O 00 O N M V lf') (O I� W O) O M V U') (O I� W O) O N M W Iy,I r- oo o) O O O O O O O O 00 O � �,(� N N N N co 7 7 � - � � 00000 000000000 00000 0000000 0000000 99999 000000000 99999 0000000 9999999 O O O LO O m o O m m m O O m O LO LO O LO 0000000 000OOOO I� 00 O I- 0 r- N o I- M M O O N 0 N 0 0 I- 0 r N N r N 0 I- r- 0 0 I- 0 LO I� �_M N 0 N N N N (`") I� lf) (lV (`") O) (lV O) O (O 00 V L M V O I� O) I� M - N V U') N M M M U') I- (O W d) (O d) M O : M V U7 (O W lf') 0 U') N N M I� M V LO r- N LO ER ER ER ER ER ER ER ER ER ER ER 69 69 69 69 69 69 69 69 69 ER ER ER ER ER ER ER ER ER ER ER ER ER 00000 000000000 00000 0000000 0000000 99999 000000000 99999 0000000 9999999 00000 000000000 00000 0000000 0000000 O O lO lO O 000000000 OOOOO 0000000 0000000 N01- C\ lf) MU7 OcU7 O U7 OOO OOOOO 0000000 U7 U7 U7 O O O O M - NMI- :M0 000000 o 0 N O M m m M m o N O O O LO M M V r- N (M LO 0 rl0 r 4- 0 ER ER ER ER ER ER ER ER ER 6p,Ef)6r)6f 6f 6f 6f 6f 6f 6f 6f Eft 69 69 69 69 69 69 69 Ef)6p,6p,6p,6p, 00000 000000000 00000 0000000 0000000 r 99999 000000000 99999 0000000 9999999 co 00000 000000000 00000 0000000 0000000 LOLL LOLO0 000000000 00000 0000000 0000000 N V I- 0 00 O N (O V 00 00 O U7 O U7 OcOcU7 U7 U7 U7 O O O O O 00 V 00 OcU7 O O N N N 0V 0M V V 0 0 0 00 O N M M 0 0 M 0 0 O (O 00 0 ^^� E LL ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER w QQQQQ QQQQQQQQQ QQQQQ r QQQQQQ QQQQQQQ Ew w w ww wwwwwww ww wwwww w w w w w w w w w w w w w � a w E o _ m U � Q a a x 0 > ' o 06 m a) o x x m m > M m � mm > > > > v -• 00 � � 0s tl) > > > > > N w m 3 c 06 a) 06 06 > > cr � x x x x x O N O O m m ` > o o m m m m m > x x x 0 0 0 0 0 0 a m m Z Q 0 0 m > > > > > o > 0 0 o m m m m m m C Z Z N > > 0 0 -Em m m m m N a n n n n n w 0 0 0 > > > > > > 0 0 ai ai y m m •cCL0 0 0 0 0 (7 m m m > > > > > > F > > 0 °� c 0 0 0 0 0 J o o in cn cn cn cn — > > > — � � cocn0 - 00 > > > > > o :o .� .� .� :0030303 �3 �3 �3 �3 �3 �3 -F, 0 2 ;a > > m m m m (6 N y 0 0 0 0 0 y a) a) a) a) a) a) y C C O N m m > > > > > > > > > > > LL C - - - - - C C C C C > > C J J J - - > > > (6 (6 (6 (6 (6 (6 - ._ ._ - C C C C C - C C C C C 0 0 0 0 0 m m m > > > > > > m m a) c c o 0 0 0 0 0 0 0 0 0 o � mmmmm � >> > °� � � mats O 0 � � � � � atS o o � o M a a a a a 0 0 0 a; °i °i °i °i °i s m m 3 s � 0 0 0 0 0 s 0 0 0 0 0 ao 0 n 0 0 nCo n n n n 0 0 n n n n n N 'L 'L m m m (7 (7 (7 (7 (7 (7 'L x x N E •L C w (7 (7 (7 - - (0ao _ _ _ - - - - - - - - - - ~ w 7 0 (O O V b 7 - - - O N (0 O V (0 7 x x N N m 7 O b O V b 7 - - O (O O V (O 0 �_ LL N N M LL V (0 00 - - N N M LL 00 00 LL V 00 N N m LL V 00 � N N Y) V Lo (O I- 000) O N M V Lo (O r- co 0 0 ;- CV' M -,t Lo (D V- 6X1 o) 0 w N N N N N N M M M M M M M M M M 'c3' 'c3' 0 r r r r r r r r r r r r r r r- �'-- m m U) U) U) CO CO co co co 00M 0 0 0coy coy coy coy coy coy coy coy coy coy coy (0 coy coy 00000000 OOOOO O 00 O O O O O O 99999999 OOOOO O 00 O O O O O O 00000000 LO LO O O O O 00 N 00 N 00 LO V r- r- m 0 m m O O r- r- LO 0 LO LO 00 (O r- (O r- r- 0 V 00 O O V � (O � V 00 O O V � (O � (O r N MM W 0 1- W M V V N � N N N V (O N N V (O ER ER ER ER ER ER ER ER ER ER ER 69 69 69 69 69 69 69 69 69 Ei7 Ei7 00000000 OOOOO O 00 O O O O O O 99999999 OOOOO O O O O O O O O O 00000000 00000 O O O LO LO LO LO O O 00000000 00000 O O O V LO V LO LO (O 0 0 0 0 0 0 0 0 O O O O O LQ O O M SO N (O 00 (O S O N V (O O N � N N 0 rl0 r 4- 0 ER ER ER ER ER ER ER 6p, 6p,6p,6p,ER 6f 6f 6f 6f 6f 6f 6f 69 69 69 00000000 OOOOO O 00 O O O O O O r 99999999 OOOOO O 00 O O O O O O co 00000000 00000 O 00 N LO N LO LO LO 00000000 00000 O 00 V (O V (O V (O W U7 W U7 U7 O O O W U7 W U7 U7 O O O (O 00 N 00 NT 00 M 00 (O W M 0 N 0 0 ^^� C f6 _ N ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER N ER EfT EfT EfT EfT EfT C J °' LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL N LL LL LL LL LL LL W J J J J J J J J J J J J J J J J Z > J J J J J J a w E o x - o W m a Q 7 0O ww U > C N E U E v a O s O . .� 'a C La O O. 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O O 000000000000000 0 0 0 0 0 0 0 0 0 0 0 000 O O 000000000000000 0 0 0 0 0 0 0 0 0 0 0 000 O O 000000000000000 0 0 0 0 0 0 0 0 0 0 0 000 LO M 0 0 0 0 00 O N lf') I� O N lf') O O O M 00 O lf') O O O O lf') O O 00 O N N M O N M V lf') (O x V N N 0 rl0 r 4- 0 ER ER ER ER ER ER ER ER 6p,6p,ER 6f 6f 6f 6f 6f 6f 6f Eft 69 69 69 69 69 69 69 6p, Ef) 6p,6p,6p, LO O O 000000000000000 0 0 0 0 0 0 0 0 0 0 0 000 r O O 000000000000000 0 0 0 0 0 0 0 0 0 0 0 000 co LO LO 000000000000000 0 0 0 0 0 0 0 0 0 0 0 LO LO O V (O 0 0 0 0 00 00 O M I� O O O O N O M r- 00 N L 7 00 0 0 0 0 0 0 r- O N M V LOC) lf') O N LO M 00 V N N ^^� E LL ER ER ER ER ER ER ER ER ER 6-,16'3'ER ER ER ER ER ER EfT EfT EfT EfT Ef)Ef)EfT EfT EfT EfT Ef) EfT EfT EfT a LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL 2' z < < < < < < < < < < < Q Q Q W J J J J J J J J J J J J J J J = O W W W W W W W W W W W W W W W o 2 C9 a _ - m U Q a a 0 Z CL v v E v w > � U N O M 6s a_ m � v w co U ° O U °1 0 000 000 0 0 c a 6s — m m000wwwwww w w 13, co 000 v o Q rn rn CF)O U _ pa a a � 9 9 9 9 ' inc » > > c ' '� '� '� 6s 6s 6s 6s 6s 6s 6s 6s 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FU FU0 u w w w w w w w w 63 J .0 C C '2 .� N 'E 'E 'E 'E 'E J C C C U C 7 o 2 2 63 _ N N N E (6 (6 (6 (6 (6 2 U) U) U) co N N N N N N N aI N N N N N 0 W W W W W 2' 2' 6) N N 0 CL C) y — aaaaaa a aCj EO1- = O ' 0 0 0 0 0 0 - N C Q Q .�. d d d d d C C C C C C C C O i.+ .�. � .CE �E5 E5 E5 _- O N N C C C C C O O O O O O O O Q LL N O) O) O) O) O) O) O) N N N O J C p p -N O-N -ON -ON -ON -- - - - � -C J J J J J 7 C OOO 0_ 606 N N 6 O 06 J J J 63 � 6) (6 (6 (6 (6 (6 0 J J J IL 0s s = s m m m rn m a a a 0) 0) a s m m m Q (? w LL LL N U U U U U 7 7 7 7 7 7 7 7 0 N w 0) 0) 0) N O N N N N N N (A O) O) O) W M (O Eppppppppppppp -O - 2 2 .2 7 7 - - - - - O N (O O V O b N < D 7 - - - O N_ t (O V O b N 7 - 0 2_ LL O (`") LL V (O V (O 00 _ N N M M V Q p LL (0 00 N M M V LL (p 00 W ~ 00 O O N M V lf') (O I� 00 O) O N M V 0 0 r- 00 O) O N M V 0 0 I- W N N N N N N N N N N Cc? 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N N N 2 2 2 N A X a) N N C a) 2 0 N i O C O C U) Q 3 3 3 3 > > v n n n n > > m n s o a) ° ° 0 .0 U U a) a) a) a) a) a) a) c n n 0 O o 0 o n n ii ii ii o s o % o o w Q Q rn ai ai ai ai 2 °) J ° 0 in in in in co E E a) a) a) .N >. O ii - co co 0 0 0 0 0 0 0 x C -' -' n C O C o c w o ;a cn cn cn cn rn rn ;o 0 o C C C C C N N m m m CL X o m Q N O N O U O o v OQ N N O) O) O) O)'Q'Q N J J J J J J J ay+ Q Q a) a) a) W .N. N 'Q N M M M U U U N C C C C C n CL C C C C C C o J a 0 .Q.Q.Q.Q m m �, 0 0 0 0 0 0 0 m m c1j a3 a3 m o 0 0 .S n n 0 'p o c1j COUL n n H H � a s m rn a n CL o s m Lo Lo m _ _ s 0 0 0 0 0 o 0 0 0 0 o w o O O o o f o U E -o 0 0 Q CO to H H R H io Oo W a) a) rn rn rn co w a > > > > > > 6 0 0 cn N o N o.� o m o > N n n C C C C C 2 = = 0 0 0 2 n n o w n o 0 o p o p o ayi o w E io v io Oo x X E - - - - - v E E E o m E E m o o c) c) E o _ S_ S _ n E H W X X X X (V (V - - O (o O V (o a) a) a) O m m - L L O o 0 - U (o V O U(o N V u) a) LL (o (0 00 00 LL T 00 N N M LL LL LL 2' 2' 2' LL m (n (n OV (n (n J J (n (o .� M .�M V .� Q 2' ~ V'^w 6X1 :3) O CV' M 'c3' Uho C4.A V'^w 6X1 :3) O N M �3' LO (D V'^w 6X1 0) O t'V' M '�' uh'"P (o V'^w 6#7 O W w 6� 6� 6� V'^w V� V'^w V'^w V'^w V'^w V'^w V'^w V'^w V'^w 6y 6#,7 6y 6y 6#,7 6y 6y 6#,7 6y 6y 9 Y) :5) :5) :5) :5) :5) O O 7 D p H-- 00 00 00 00 000 OOO 000 OOO O O O O O O 99 999 OOO 0.00 OOO I- lf') U7 U7 00 U7 00 U7 U7 U7 U7 U7 U7 U7 U7 U7 U7 U') U') 00 00 M O M O M Ln M M U7 M0 O N O O N N V (O N V (O M U') I- M U') r- 6.) 6.) ER ER ER ER ER ER ER ER ER 69 6F7 69 69 69 69 69 69 69 00 00 00 00 000 OOO 000 OOO O O O O O O 00 000 OOO 999 OOO 00 00 00 00 O O O 000 OOO 000 O N O N N V N V (0000N (000N 000N NN 000N NN � � A A 0 rl0 r 4- 0 V)V) V)V) V)V) V)V) 6p,6p,V) 6f 6i 6f 6i 6i 6i 6f 61 69 co 00 00 00 00 000 OOO 000 OOO r O O O O O O 00 000 OOO 000 OOO co OO OO O LO 7 7 O O 7 O O 000 O O LO (O 00 (O 00 M LO t U') N V U') N V (O E LL fR fR fR fR fR fR fR fR fR fR fR fR fR fR 6 fR 6, fR fR fR a LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL W J J J J J J J J J J J J J J J J J J J J W za W o _ 0 0 co a o 00 0 CL 0 0 0 6 CL m aCL o C CL v v � v v a a > m 2) N 2) N 0 N � N N w W W W > W N _ 7 7 7 7 C C C C C C C C N N N N N N N N N N N N N N N N E E E E E E E E O O O O O O O O N N N N N N NCL CL CL CL CL CL CL CL N U U U U U U U U U UU U U U U U C C C C C C C C 4 4 f0 (O N N N N M M N w w w w w w Q w w _- fA fA fA 0 0 N fA N fA N fA N C N C N C N C N C N N C N N C N N C N N J - N - - N - N -O - N -O - 06 06 06 06 06 06 06 06 0- t LL t LL t LL t LL t LL t LL t LL LL t LL LL Q M N LL N LL N LL N LL A LL O .A LL O .4 LL O .N LL O N i Cfl 00 i b 00 i b 00 i b At 00 r i b 00 r i b 00 r i b 00 H W i i i i i i i i i i i i i 0 LL Ob LL Ob LL Ob LL O (000LL O(000 LLO(000LL 0000 H WW N M t Lq (O I� 00 9 O N M V lf')(O I� 00 a) O D D H H H H H H H H H H H H H H H H H H H H 00000 O O 00 00 00 00 00 0000 O O O O O O O O O 00 00 LO LO LO LO O r- lf') r- lf') N U') N U') LO 00 LO M O I- O N N 00 00 O M O M M O M O M V O (O 00000 O O 00 00 00 00 00 0000 O O O O O O O O O 00 00 00000 O O 00 O O O O 00 00 O O O LO O O N O N M M N V N V M V (0 r- O 0 r- 0 r 4- 0 61) 613 613 613 3 3 3 3 3 3 3 3 3 3 3 3 3 0 00000 O O 00 00 00 00 00 r 0000 O O O O O O O O O 00 00 co 00000 O O 00 00 00 00 00 00 LO LO O O LO 00 LO 00 00 N 00 N M (O 00 U7 E LL ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER ER LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL W J J J J J J J J J J J J J J J J J _ a U Q m a � o a 0 0 0 0 Q CL OL OL o O v v v �� v v m m v m 0 0 C 0 0 v 0 v to f6N O O O N O W t L N L E t N O) 27 E 2) y 2) 7 7 7 7 v v v v v o IL E E E E E IL o `O E `O `O `O U cnn in o in cnn in U Q cn Q Q Q U Q U U U N u u U t t t m C U C C C N O )O S 0000 4 f0 N Ctf 04w w w w w N Q N N w ) cl 06 IL M LL (v in )i LL )i )i LL H- DQ .. fA O N fA N N N N E CO 00 - E (o 00 E b 00 E b 00 E b 00 E H W i i i 0LL O b 00 LL O b LL O b LL O b LL O b LL_W N M V lf') W OD O O N M N NNNNNNNNMMMm m mcocococo co co co co mm mm 000 OOO 0000 OOOO O 000 OOOO 0000 999 OOO 9999 OOOO O 000 OOOO 0000 0 M !7 0 M !7 m o m m m o m m U7 !7 U7 U7 U7 U7 U7 U7 U7 O O O O N O N Ln N V to U7 N V to O O N O r- O N O V U') r- N V (D N V (D N V V (D (14 V V (D N U') 0) V N U') 0) LQ V (0 C\!r--: H)H)H) H)H)H) H)H)H)H) H)H)H)H) H) H)H)H) H)H)H)H) H)H)H)H) ---- 000 OOO 0000 OOOO O 000 OOOO 0000 999 OOO 9999 OOOO O 000 OOOO 0000 000000 OOOO 0000 O 000 O O O O 0000 M 00 O M 00 O 00000 0O00O O 000 O O U7 O 0000 N N N M M U7 N (M (M Ln M V (D 00 M V r N V U') r- V 0 r 4- 0 ER ER ER ER ER ER ER ER 6p,6p, ER 6f 6f 6f 6f 6f 6f 6f ER ER ER ER ER ER ER ER 0 000 OOO 0000 OOOO O 000 OOOO 0000 N 999 OOO 9999 OOOO O 000 OOOO 0000 000 OOO 0000 OOOO O 000 OOOO 0000 In In 0 L7 00 O V O 00 O 0000 U7 O U7 O U7 O U7 O 0000 N M N V N V U7 N M U7 (0 U7 M U7 00 Lr M U') 00 Lr V U') 0) (O � E LL Ef)V)V) ER ER ER 6p,6p,6p,6p, 6p,6p,6p,6p, ER 6f 60,69 69 69 69 69 69 69 69 69 LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL W E o _ a U Q m a a 0 0 0 0 0 0 0 v v v a a a 0 EE E N LM N 2) N - 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A \z 0z ( \ &_§ ) - _ F ; -ww- _ �2 | \ 9 R ) - - q j Q $ ) - z U)y U) \ �m � - ; _ } §) ®_ 2 § R _ _ -y - ± B J 222 \) ) ) /) \ /[ /\ )) \) \ \ / ) ) / o 7.C. BIDS AND PURCHASES OVER$100,000 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Award Bid#027-2515-19/MFD for Front Load Containers and Roll Off Repairs to GT Supplies, Inc. of Riviera Beach, FL as the lowest, most responsive and responsible bidder who met all specifications for the anticipated annual expenditure of$200,000 on an "As Needed" basis. EXPLANATION OF REQUEST: Bid Term: May 8, 2019 - May 7, 2021 On April 16, 2019, Procurement Services opened and tabulated two (2) proposals for "Front Load Containers and Roll Off Repairs". All bids were reviewed by the Public Works Department. It was determined to recommend this award to GT Supplies, I nc. MCS Mobile Container Service, I nc. was deemed non- responsive due to required documents not being submitted. The City is seeking to secure firm, fixed prices from a qualified vendor for repairs of the City's containers on an as needed basis. Dumpster repairs have been delayed the past several years. The estimated annual expenditure of$200,000 will be sufficient to repair the delayed dumpsters and to keep up with demand of new repairs. The bid will allow for three (3) additional one (1) year renewals subject to vendor acceptance ,satisfactory performance and determination that the renewal is in the best interest of the City. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? To provide repairs to dumpster and roll off containers to ensure their availability and use for the City's customers. FISCAL IMPACT: Budgeted Funds are budgeted and available FY 16/17 expenditures $58,531.00 FY 17/18 expenditures $58,469.50 FY 18/19 expenditures to date $29,002.00 Account 431-2515-534-4693 Estimated Annual Expenditure $200,000 ALTERNATIVES: Obtain quotes on an "As Needed" basis which would not be cost effective. Page 847 of 1076 STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Addendum Price Tabulation Sheet D Addendum Responsiveness Tabulation Sheet D Addendum GTS Submittal Page 848 of 1076 FRONT LOAD CONTAINERS AND ROLL OFF REPAIRS OFFERS FROM THE VENDORS LISTED HEREIN ARE THE ONLY OFFERS BID DUE DATE:April 16,2019 RECEIVED TIMELY AS OF THE ABOVE RECEIVING DATE AND TIME. ALL BID DUE TIME:2:30pm OTHER OFFERS SUBMITTED IN RESPONSE TO THIS SOLICITATION, IF ANY BID#027-2515-19/MFD ARE HEREBY REJECTED AS LATE." Business Name:GT Supplies,Inc. Address:7010 Barbour Road Riviera Beach,FL 33407 Tel:561-881-8101 Email:tr@gtsupplies.com Item 1 Unit Labor Hourly Rate Hourly Rate for Service at Container's Location Hour $ 105.00 Hourly Rate for Service at Vendor's Facility Hour $ 85.00 Hourly Rate for Same Day Emergency Service Hour $ 155.00 $345.00 Item 2 lReplace Rusted Bottom(Furnish and Replace) Type Cost of Materials 2 Yard $ 205.00 3 Yard $ 290.00 4 Yard $ 300.00 6 Yard $ 365.00 8Yard $ 390.00 Total $1,550.00 Item 3 lRepair Sleeves Type Cost of Materials 2 Yard $ 25.00 3 Yard $ 25.00 4 Yard $ 25.00 6 Yard $ 25.00 8 Yard $ 25.00 Total $125.00 Item 4 jDrain Plug Fitting Type Cost of Materials 2 Yard $ 1.96 3 Yard $ 1.96 4 Yard $ 1.96 6 Yard $ 1.96 8 Yard $ 1.96 Total $9.80 Item 5 lRernove&Replace Dog Ears Type Cost of Materials 2 Yard $ 0.66 3 Yard $ 0.66 4 Yard $ 0.66 6 Yard $ 0.66 8 Yard $ 0.66 Total $3.30 Item 6 lRernove&Replace Sleeves Type Cost of Materials 2 Yard $ 125.00 3 Yard $ 125.00 4 Yard $ 125.00 6 Yard $ 125.00 8 Yard $ 125.00 Total $625.00 Item? Painting of Container(s)(Entire Container,inside and out) Type Cost of Materials 2 Yard $ 25.00 3 Yard $ 35.00 4 Yard $ 35.00 6 Yard $ 45.00 8 Yard $ 55.00 ITotal 1 $195.00 Page 849 of 1076 Item 8 IPainting of Container(s)Side Type Cost of Materials 2 Yard $ 15.00 3 Yard $ 15.00 4 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 Total $75.00 Item IPainting of Container(s)Back Type Cost of Materials 2 Yard $ 15.00 3 Yard $ 15.00 4 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 Total $75.00 Item 10 IPainting of Container(s)Front Type Cost of Materials 2 Yard $ 15.00 3 Yard $ 15.00 4 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 Total $75.00 Item 11 Install&Weld Wheels to bottom of container(s) (City will provide wheels) Tvpe Cost of Materials 2 Yard $ 15.00 3 Yard $ 15.00 4 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 Total $75.00 Item 12 lRusted Bottom Patch<10 X 10 Hole Tvpe Cost of Materials 10 Yard $ 20.00 20 Yard $ 20.00 30 Yard $ 20.00 40 Yard $ 2000. Total $80.00 Item 13 lRusted Side Patch<10 X 10 Hole Tvpe Cost of Materials 10 Yard $ 15.00 20 Yard $ 15.00 30 Yard $ 15.00 40 Yard $ 15.00 Total $60.00 Item 14 lRusted Bottom Patch<12 X 12 Hole Tvpe Cost of Materials 10 Yard $ 24.00 20 Yard $ 24.00 30 Yard $ 24.00 40 Yard $ 24.00 Total $96.00 Page 850 of 1076 Item 15 lRusted Side Patch<12 X 12 Hole Type Cost of Materials 10 Yard $ 17.00 20 Yard $ 17.00 30 Yard $ 17.00 40 Yard $ 17.00 Total $68.00 Item 16 lFurnish,Remove&Replace Bottom Type Cost of Materials 10 Yard $ 495.00 20 Yard $ 535.00 30 Yard $ 535.00 40 Yard $ 535.00 Total $2,100.00 Item 17 lFurnish,Remove&Replace Side Type Cost of Materials I 10 Yard $ 475.00 20 Yard $ 515.00 30 Yard $ 585.00 40 Yard $ 615.00 Total $2,190.00 Item 18 lFurnish,Remove&Replace Half of Bottom Type Cost of Materials 10 Yard $ 320.00 20 Yard $ 365.00 30 Yard $ 365.00 40 Yard $ 365.00 Total $1,415.00 Item 19 lFurnish,Remove&Replace Half of Side Type Cost of Materials 10 Yard $ 295.00 20 Yard $ 325.00 30 Yard $ 365.00 40 Yard $ 385.00 Total $1,370.00 Item 20 lRepair Skirt Side Type Cost of Materials 10 Yard $ 75.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $360.00 Item 21 lFurnish,Remove&Replace Front Type Cost of Materials 10 Yard $ 425.00 20 Yard $ 465.00 30 Yard $ 535.00 40 Yard $ 555.00 Total $1,980.00 Item 22 lRemove&Replace Skirt Side Type Cost of Materials 10 Yard $ 195.00 20 Yard $ 255.00 30 Yard $ 255.00 40 Yard $ 255.00 Total $960.00 Item 23 lFurnish,Remove&Replace Half of Front Type Cost of Materials 10 Yard $ 265.00 20 Yard $ 290.00 30 Yard $ 335.00 40 Yard $ 350.00 Total $1,240.00 Item 24 lRusted Front Patch<10 X 10 Hole Type Cost of Materials 10 Yard $ 20.00 20 Yard $ 20.00 30 Yard $ 20.00 40 Yard $ 2000. Total $80.00 Item 25 lRepair Door Skirt Type Cost of Materials 10 Yard $ 40.00 20 Yard $ 40.00 30 Yard $ 40.00 40 Yard $ 40.00 Total $160.00 age o 1076 Item 26 lRusted Front Patch<12 X 12 Hole Tvpe Cost of Materials 10 Yard $ 24.00 20 Yard $ 24.00 30 Yard $ 24.00 40 Yard $ 24.00 Total $96.00 Item 27 lRernove&Replace Door Skirt Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 28 lRepiace Hook Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 29 lRepiace nose roller and axle Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 30 Fabricate and Install New Hook Cover Plate Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 31 lRepiace ground roller and axles Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 32 lRepiace large bull nose Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 33 lRepair&Replace Door Tvpe Cost of Materials 10 Yard $ 295.00 20 Yard $ 325.00 30 Yard $ 375.00 40 Yard $ 395.00 Total $1,390.00 Item 34 lRernove&Replace nose roller Tvpe Cost of Materials 10 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 Total $380.00 Item 35 lRernove&Rebuild Door Post Tvpe Cost of Materials 10 Yard $ 85.00 20 Yard $ 85.00 30 Yard $ 85.00 40 Yard $ 85.00 Total $340.00 Item 36 lRepair&Replace Door Latch Tvpe Cost of Materials 10 Yard $ 125.00 20 Yard $ 125.00 30 Yard $ 125.00 40 Yard $ 125.00 Total $500.00 Item 37 lRernove&Replace Door Guide Tvpe Cost of Materials 10 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00 Total $100.00 Page 852 of 1076 Item 38 lRepair Door Hinge Tvpe Cost of Materials 10 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00 Total $100.00 Item 39 lRepiace Door Pins for Latches Tvpe Cost of Materials 10 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00 Total $100.00 Item 40 lRemove&Replace Door Hinge Tvpe Cost of Materials 10 Yard $ 115.00 20 Yard $ 115.00 30 Yard $ 115.00 40 Yard $ 115.00 Total $460.00 Item 41 lRepair Door Chain Tvpe Cost of Materials 10 Yard $ 15.00 20 Yard $ 15.00 30 Yard $ 15.00 40 Yard $ 15.00 Total $60.00 Item 42 lRepair Door Guide Tvpe Cost of Materials 10 Yard $ 10.00 20 Yard $ 10.00 30 Yard $ 10.00 40 Yard $ 10.00 Total $40.00 Item 43 lRemove&Replace Door Chain Tvpe Cost of Materials 10 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00 Total $100.00 Item 44 lRepiace Safety Chain Pin Tvpe Cost of Materials 10 Yard $ 5.00 20 Yard $ 5.00 30 Yard $ 5.00 40 Yard $ 5.00 Total $20.00 Item 45 lRepair Long Handle Locking Latch Tvpe Cost of Materials 10 Yard $ 20.00 20 Yard $ 20.00 30 Yard $ 20.00 40 Yard $ 20.00 Total $80.00 Item 46 lRepair Safety Chain Pin&Hook Tvpe Cost of Materials 10 Yard $ 15.00 20 Yard $ 15.00 30 Yard $ 15.00 40 Yard $ 15.00 Total $60.00 Item 47 lRepair Small Safety Handle for Long Locking Latch Tvpe Cost of Materials 10 Yard $ 15.00 20 Yard $ 15.00 30 Yard $ 15.00 40 Yard $ 15.00 Total $60.00 Item 48 lRepiace Safety Chain Pin&Hook Tvpe Cost of Materials I 10 Yard $ 45.00 20 Yard $ 45.00 30 Yard $ 45.00 40 Yard $ 45.00 Total $180.00 Item 49 lRepiace Small Safety Handle for Long Locking Latch Tvpe Cost of Materials 10 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00 Total $100.00 Page 853 of 1076 Item 50 lReplace Long Handle Locking Latch Tvpe Cost of Materials 10 Yard $ 75.00 20 Yard $ 75.00 30 Yard $ 75.00 40 Yard $ 75.00 Total $300.00 Item 51 lRepair Entire Rail from Front to Rear Tvpe Cost of Materials 10 Yard $ 75.00 20 Yard $ 75.00 30 Yard $ 75.00 40 Yard $ 75.00 Total $300.00 Item 52 lRepiace Entire Rail from Front to Rear Tvpe Cost of Materials 10 Yard $ 265.00 20 Yard $ 305.00 30 Yard $ 305.00 40 Yard $ 305.00 Total $1,180.00 Item 53 lRepair Floor Channel Tvpe Cost of Materials 10 Yard $ 10.00 20 Yard $ 10.00 30 Yard $ 10.00 40 Yard $ 10.00 Total $40.00 Item 54 lRemove&Replace Floor Channel Tvpe Cost of Materials 10 Yard $ 75.00 20 Yard $ 75.00 30 Yard $ 75.00 40 Yard $ 75.00 Total $300.00 Page 854 of 1076 FRONT LOAD CONTAINERS AND ROLL OFF REPAIRS OFFERS FROM THE VENDORS LISTED HEREIN ARE THE ONLY OFFERS BID DUE DATE:April 16,2019 RECEIVED TIMELY AS OF THE ABOVE RECEIVING DATE AND TIME.ALL BID DUE TIME:2:30pm OTHER OFFERS SUBMITTED IN RESPONSE TO THIS SOLICITATION,IF ANY BID#027-2515-19/MFD ARE HEREBY REJECTED AS LATE" Business Name:MCS Mobile Conirainer S—im,Ing. Add,. :1047 River Ridge Road Danville,VA 24641 TO 4344864456 Email:Not provided ttem 1 Unit Labor Hourly Rale H—y Rate fOr SeNiae at Contai ner's Location H— 75 H—y Rate fOr SeNiae at Vendor's Facility H— 55 Hourly Rate for Same Day Emergency Service Hour 82 $212.00 —2 Replace Rusted Bottom(w—ish and Replace) Tvoe Cost of Materials 2Yard 240 3 Yard 290 4 Yard 315 6Yard 335 8 Yard 335 Total $1,515.00 ttem3 Repair Sleeves Tvoe Cost of Materials 2Yard 55 3 Yard 55 4 Yard 55 6Yard 55 8 Yard 55 Total $275.00 It— Drain Plug Fitting Tvoe Cost of Materials 2Yard 30 3 Yard 30 4 Yard 30 6Yard 0 8 Yard 30 Total $150.00 ttem 5 IP,mlvl&Replace Dog Ears Tvoe Cost of Materials 2Yard 10 3 Yard 10 4 Yard 10 6Yard 10 8Yard 10 Total $50.00 ttem6 Remove&Replace Sleeves Tvpe Cost of Materials 2Yard 1325 3 Yard 1325 4 Yard 1325 6Yard 1325 8 Yard 1325 Total $662.50 ttem) ped+l l Eltre Confalneq mnae n�a o�d Tvoe Cost of Materials 2Yard 90 3 Vard 110 4 Yard 125 6Yard 150 8 Yard 150 Total $625.00 Page 855 of 1076 tt 8 Painting of Comanegs)Sde Tvpe Cost of Materials 2Vard 25 3 yard 30 4 yard 30 6yard 35 a yard 35 Total $155.00 ttem9 Painting of Containers)Back Tvoe Cost of Materials 2Vard 25 3 yard 30 4 yard 30 6yard 35 8 yard 35 Total $155.00 ttemm jpainting of Comainars)F—t Tvoe Cost of Materials 2Vard 25 3 yard 30 4 yard 30 6yard 40 8yard 40 Total $165.00 it..11 Install&weld Wheels to bottom of containers) (City will provide wheeis) Tvoe Cost of Materials 2 Vard NOTE.$10 after first ten are ordered 20 3 yard NOTE.$10 after first ten are ordered 20 4 yard NOTE.$10 after first ten are ordered 20 6yard NOTE.$10 after first ten are ordered 20 8yard NOTE$10 after first ten are ordered 20 Total $100.00 tt-2 jR1st.dBIttom PaOh<10MOHo1e Tvoe Cost of Materials 10 yard 30 20 yard 30 30 yard 30 40 yard 30 Total $120.00 ttem 13 Ru sted Side PaOh 110 X 10 Hole Tvoe Cost of Materials 10 yard 30 20 yard 30 30 yard 30 40 yard 30 Total $120.00 ttem 14 Rusted Bottom Patah 112 X 12 Hole Tvoe Cost of Materials 10 yard 35 20 yard 35 30 Vard 35 40 yard 35 Total $140.00 Page 856 of 1076 RI,15 1 Ru ste d Sde Patah<12 x 12 Hole s Tvpe Cost of Materials 10 Vard 35 20 Vard 35 30 Vard 35 /o Yard 35 Total $140.00 ttem 16 Fu 11sh,Remove&Replace Bottom Tvoe Cost of Materials 10 Yard 995 20 Yard 995 30 Yard 995 40 Yam 995 Total $3,980.00 ttemll FORlish,Remove&Replace Side Tvpe Cost of Materials 10 Yam 1200 O Yam 400 30 Yam 600 4o Yam 1600 Total $5,800.00 ttem 18 Furnish,Remove&Replace Half of Bottom Tvoe Cost of Materials 10 Yam 525 20 Yam 525 30 Yam 525 4o Yard 525 Total $2,100.00 ttem 19 Furnish,Remove&Replace Half of Side Tvoe Cost of Materials 10 60 Yam 0 20 Yam ]00 30 Yam 800 4o Yam 800 Total $2,900.00 rcem2o Repair Skirt Side Tvoe Cost of Materials 10 Yard 650 20 Yard 650 30 Yard 650 4o Yard 65o Total $2,600.00 ttem22 Fumish,Remove&Replace Front Tvpe Cost of Materials 10 Yard ]50 20 Yard 750 30 Yard ]50 soya d TSo Total $3,000.00 —2z Remove&Replace Skirt Side Type Cost of Materials 10 Yard ]50 20 Yard ]50 30 Yard 750 soya d 750 Total $3,000.00 ttem 23 jFIIIIsh,Remove&Replace Half of Front Type Cost of Materials 10 Yard 600 20 Yard 600 30 Yard 600 4o yard 60o Total $2,400.00 mem2a Ru sted Front Patch<10 X 10 Hole Type Cost of Materials 10 Yard 30 20 Yard 0 30 Yard 30 4o Yard 30 Total $120.00 —26 Repair Door Skirt Type Cost of Materials 0 Vard 235 21 0 Vard 235 30 Yard 235 4o Yard 235 Total $940.00 Page 857 of 1076 ttem 26 1 Ru st.d Front Patch 112 X 12 Hole Type Cost of Materials 10 Yard 35 20 Yard 35 30 Yard 35 4o Yard35 Total $140.00 RI,27 Remove&Replace Door Skirt Type Cost of Materials 10 Yard 215 20 yard 215 30 Yard 215 4o yard 215 Total $1,100.00 ttem 28 Replace Hook Tvpe Cost of Materials 10 Yard 290 20 yard 290 30 Yard 290 4o yard zoo Total $1,160.00 ttem 29 Replace n os.roller and axle Type Cost of Materials 10 Vam 90 20 yard 90 30 Yard 90 4ovam 90 Total $360.00 ttem 30 F71-t.and Install New Hook Cover Plate Tvoe Cost of Materials 10 Yard 250 20 yard 250 30 Yard 250 4o yard 250 Total $1,000.00 ttem 31 Replace group d roller and axles Type Cost of Materials 10 Yard 20 yard 35 30 Yard 4o yard 135 Total $540.00 ttem 32 Replace lard.bull nose Tvoe Cost of Materials 10 30 Yard 13020 yard 0 30 Yard 30 4o Yard 130 Total $520.00 ttem33 Repair&Replace Door Type Cost of Materials 10 Yard 995 20 yard 995 30 Yard 1050 4o yard loso Total $4,090.00 ttem 34 Remove&R.plac.n os.roller Tvpe Cost of Materials 10 Yard 90 20 yard 90 30 Yard 90 4ovam 90 Total $360.00 ttem35 Remove&R.bulld Door Post Type Cost of Materials 10 00 Yam 4 20 Yam 400 30 Vam 450 4ovam soo Total $1,750.00 ttem 36 JR.711&R.plac.Door Latch Tvoe Cost of Materials 10 Yam 400 20 Yam 400 30 Vam 400 4ovam 40o Total $1,600.00 ttem 37 JR.7.&R.plac.Door Guld. Type Cost of Materials l, Vam 90 20 Yam 90 30 Vam 90 4ovam 90 Total $360.00 Page 858 of 1076 ttem38 1 Repair Door Hinge Type Cost of Materials 0 Vard 130 20 Vard 0 30 Vard 130 4ovard 13o Total $520.00 ttem 39 Repla oe Door Piasfor Latches Tvpe Cost of Materials 10 Vard 50 20 Vard 50 30Vard 50 4o vard So Total $200.00 ttem 40 Remove&Replace Door Hinge Ty pe Cost of Materials 10 Vard 30 20 Vard 0 30 Vard 0 4o vard 13o Total $520.00 ttem 41 11.71,Door Ch- 10 Cost pf Materials 10 Vard 55 20 Vard 55 30Vard 55 4o vard 55 Total $220.00 ttem42 JR.711 Door Guide Type Cost pf Materials 10 Vard 90 20 Vard 90 30 Vard 90 govard 90 Total $360.00 ttem43 Remove&Replace Door Ch— e Cost pf Materials 10 Vard 55 20 Vard 55 30 Vard 55 4o vard 55 Total $220.00 ttemaa Replace Safety chain Pin Type Cost pf Materials 10 Vard 55 20 Vard 55 30 Vard 55 4o vard 55 Total $220.00 I...4s Repai,Long Handle Looking Latah Tvpe Cost pf Materials 10 Vard 55 20 Vard 55 30 Vard 55 4o vard 55 Total $220.00 ttem46 Repair Safety Chain Pia&Hook Type Cost pf Materials 10 Vard 65 20 Vard 65 30 Vard 65 4o vard 65 Total $260.00 ttem4) RepairSmau SafetyHaadlefor Long Loakiag Latah Tvpe Cost pf Materials 10 Vard 55 20 Vard 55 30 Vard 55 4o vard 55 Total $220.00 ttem48 Replace Safety Chain Pin&Hook Ty pe Cost pf Materials 10 Vard 65 20 Vard 65 30 Vard 65 4o vard 65 Total $260.00 ttem49 Replace Small Safety Haadlefor Loag Loakiag Latah Tvpe Cost pf Materials 10 Vard 55 20 Vard 55 30 Vard 55 4o vard 55 Total $220.00 Page 859 of 1076 RI,5D IRIP111,Long Randle LocMng Latch Tvoe Cost of Materials 10 Vard 55 0 Vard 55 30 Vard 55 4o Yard 55 Total $220.00 ttem5i Re711E,tire Railf—FmnttoRear Type Cost of Materials 0 Yard ]50 20 Yard ]50 30 Yard 750 govam 75o Total $3,000.00 ttem52 Replaae Entire Rail from Fmntto Rear Tyoe Cost of Materials 0 Yard ]50 20 Yard 750 30 Yard ]50 go Yam 75o Total $3,000.00 ttem53 JR.711 Floor Channel Type Cost of Materials O Yam 150 20 Yam 0 30 Yam 50 4o Yam 15o Total $600.00 ttem54 Remove&Replaae Floor Channel Tvoe Cost of Materials 10 Yam 50 20 Vard 150 30 Yam 0 4o Yam 15o Total $600.00 Page 860 of 1076 S rl- O 0 (C) m ¢ 2 n � ) o { { { { { { { E \ \ \ \ \ \ \ \ \ \ \ \ i) Zo � \ _ a > 153 _ « \ LL wi \ \ § ƒ ƒ ƒ ƒ ƒ \ ƒ ƒ ƒ LL 0 ) \ \ -j 3 r ; - E \ ww 3 . _o. ow2 2 { / 7 .: �w « <� } § ?- §_ LL \/ z « 2 / (§ > g( [ )\ kz ( \ § j \ \ \E \/ C $ \) \ \ \ R ° ) ® [ >[ 3[ &# [ < f % LC) E L 2 ° + < %7 %\ [) % § ) 0 < ^ }/ \ ( \ /[ /° )} \/ \ \7 z ( \ o <) / \ 0 ) �LU CY/ 0/ \ » LU E Mg ) § 9) a I) I� /± /& ( \\ mmm Km - ® \2 < \j \( <Z g§ / S 4§ THE DOCUMENTS BEHIND THIS PAGE MUSTACCOMPANYRESPONSE IN ORDER FOR SUBMITTAL TO BE CONSIDERED COMPLETE AND ACCEPTABLE .% . « ,y y� : . � 8 } Page 862 0 1076 } BIDDER ACKNOWLEDGEMENT Submit Bids To: PURCHASING SERVICES 3301 Quantum Boulevard Boynton Beach, Florida 33435 Telephone: (561) 742-6310 Bid Title: "FRONT LOAD CONTAINERS AND ROLL OFF REPAIRS" Bid Number: 027-2515-19/MFD Bid Due: APRIL 16, 2019, NO LATER THAN 2:30 P.M. (LOCAL TIME) Bids will be opened in Purchasing Services unless specified otherwise and may not be withdrawn within ninety (90) days after such date and time. All awards made as a result of this bid shall conform to applicable sections of the charter and codes of the City. Name of Bidder: GT Supplies, Inc. Federal I.D. Number: 65-0877931 A Corporation of the State of: Florida Area Code: 561 Telephone Number: 881-8101 Area Code: 561 FAX Number: 881-8601 Mailing Address: 7010 Barbour Road City/State/Zip: Riviera Beach, FL 33407 Vendor Mailing Date: 4/11/2019 E-Mail Address: tr@gtsupplies.com 'Adthc(rized Signature Todd Roesch Name Typed 16 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 863 of 1076 SPECIFICATIONS AND REQUIREMENTS The City of Boynton Beach is seeking a source to provide the Public Works/Solid Waste Department with a cost effective and timely service for the repair of the City's containers. The bidders will be carefully screened to ensure the resource availability of the bidder to perform the required services. Services will be provided on an "AS NEEDED BASIS". The estimated annual expenditure for the repair of containers is: $200,000.00 On site repairs: The Public Works Compound is called the Rolling Green Municipal Complex located at 502 NW 14`h Avenue, Boynton Beach, FL 33435. By submitting a proposal the successful bidder shall provide services in accordance with the following conditions and specifications: A. The City is requesting vendors with the capability to perform "mobile on-site repairs" as well as repairs at the vendor's facility. B. Containers must be repaired with 12 gauge oven steel, all new materials, free of defects and fabricated with first class workmanship and engineering techniques, using hot rolled corten steel. C. All surfaces must be thoroughly cleaned to remove all grease and foreign matter. Grind off welding slag, rust and rough edges. D. Painting: • Prime Coat— 1.5 mil thicknesses when dry of epoxy resin composed of zinc chromate and iron oxide pigment catalyzed with polymer resin. All containers must have one layer of the prime coat in the inside and outside covering the entire container including the bottom. • Finish Coat— High gloss epoxy enamel industrial grade paint 1.5 mil thickness, color is Glidden Green Bay Green or another preapproved manufacturer color by the Solid Waste Supervisor. • Must be undercoated. If doing any repairs on the bottom of the container(s) it must be undercoated. E. All containers must be corten steel box construction, water tight, with a minimum 1-1/2" drain plug flush with bottom of the container with PVC screw in plug. F. All repairs shall ensure maintaining containers original state. G. The work shall include but not limited to: removing and replacing old rust out bottoms and/or sides, repairing/replacing parts, painting of the container(s) or roll-off(s). 17 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 864 of 1076 H. The Solid Waste Division requires that within one (1) business day after the vendor has been notified of required repairs, that the vendor contact the Supervisor via email confirmation to schedule and date and time to pick up the front load container(s) or roll off(s) to be repaired at our Rolling Green Municipal Complex. All repairs are to be completed within three (3) business days after confirmation has been received from the vendor. I. Vendor shall respond to Department request for repairs via email confirmation within one working day of notification by the Department to the following email at Containerrepair .bbfl.us J. Repairs need to be completed Monday thru Friday between the hours of 7am to 4pm. Vendor may contact the Solid Waste Supervisor via email to schedule a date and time to pick up the front load container(s) or roll off(s) giving a two (2) day notice if unable to pick up between Monday and Friday. K. Vendor shall not store any equipment or materials used for repairs at the Rolling Green Municipal Complex. The City will not be responsible for any equipment or material left behind, damaged or stolen from/at the Rolling Green Municipal Complex. L. STEEL CONTAINERS: Materials and Fabrication to be supplied by vendor and/or performed as follows: MATERIALS: • Container: Front, rear, and end walls must be 12-gauge hot rolled corten steel; Bottoms must be 12-gauge hot rolled steel. Dumping or lifting sleeves must be 10-gauge hot rolled corten steel. STRUCTURAL: • 2 Yard containers must be fabricated of 12-gauge hot rolled steel with one-piece-form-pressed construction of front, rear & bottom incorporating 2-1/2" radial corners. Front & rear walls and bottoms to be reinforced with 3" formed channel. End walls to be form- pressed 180 degrees at the top with 10-gauge reinforcing plate on the dumping side corners. • 3, 4, 6, and 8 Yard Containers must be fabricated of 12-gauge hot rolled steel—front, rear and end walls. Bottom must be 10-gauge. Incorporate 3" form channel on the dumping side wall and 2" x 2" x 3/8" angle iron hinge support on rear wall. End walls must be reinforced with 10-gauge form-pressed steel at top edge. • Lid hinges must be fabricated with 2-1/2" x %" high tensile steel secured with black rod with cotter pin for easy removal and maintenance. • The bottom of the container shall be properly equipped with a replacement drain and PVC plug. 18 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 865 of 1076 WELDING: • Internal & external seams on all containers must be continuously machine welded, no intermittent welding on internal seams — 3" stitch welds on 10-gauge centers. ROLL OFF BOXES: • 3/16" Thick floors • 72" Wide floor sheets • 10-Gauge tapered sides • 5" 6.7# Structural channel side supports '... • 5" 6.7# Structural channel front rack protection • Solid steel 12' long x 1 1/" thick front nose inserts with life time warranty • 1" hook welded through the floor with 3/8" hook plate and lifetime warranty • 3" x 4" and 6" x 2" x 3/16" structural tubing, manufactured to ASTM Specifications used for the perimeter, bottom rails and back door. • Solid 4" x 4" nose rollers with grease fittings • 8"x 8" rear ground rollers • 4"x 8" front ground rollers • 1"x 2" flat bar door hinges for long life and eases of operation M. Containers must be repaired with all new materials, free of defects and fabricated with first class workmanship and engineering techniques, using hot rolled corten steel. N. All surfaces must be thoroughly cleaned to remove all grease, and foreign matter. Grind off welding slag, rust and rough edges. O. Painting: • Prime coat.- 1.5 mil thicknesses when dry of epoxy resin composed of zinc chromate and iron oxide pigment catalyzed with polymer resin. One coat inside and out. • Finish coat — High gloss epoxy enamel automotive grade paint 1.5 mil thickness, color is packer green. • Must be undercoated. P. All containers to be corten steel box construction, water tight, with a minimum 1-1/2" drain plug flush with bottom of the container with PVC screw in plug. Clarify what happens if unit can't be repaired on site or off-site. Q. Vendor must provide pick-up from the Rolling Greens Municipal Complex located At 502 NW 14'h Avenue, Boynton Beach, be able to load container or roll-off; and upon delivery to Rolling Greens be able to unload repaired container or roll-off. R. Vendor shall respond to Department's request for repairs within one working day of notification by Department via email correspondence before pick up of container to expedite if repairable. S. The work shall include but not necessarily be limited to: removing and replacing old rusted out bottoms and/or sides of the container(s) or roll -off(s). 19 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 866 of 1076 T. The Solid Waste Division requires that within one (1) business day after the vendor has been notified of required repairs, that the vendor contact the Solid Waste Supervisor via email to make arrangements for the front load container(s) or roll off(s) to be picked up, repaired and delivered, whether at the vendor's facility or at Rolling Greens Municipal Complex. All repairs are to be completed within five (5) business days. U. The Solid Waste Division may request an emergency repair at an off-site location. After the vendor has been notified of required repairs, the vendor must respond within one (1) business day to complete the repair. Repair examples may include, but are not limited to: broken container hinges, hooks, door latches and nose roller. V. The new bottom shall be fabricated with 900 flanges on each side. W. The flanges shall be a continuous weld to the exterior of the container, forming a water- tight bottom to the container. X. Any repair work performed shall be in accordance with accepted practices for the painting of steel. It shall be primed and the entire container shall be painted with a new coat of industrial enamel paint. Y. The vendor shall be responsible for a complete inspection of the container. Z. The vendor shall report and obtain approval for any additional recommended repairs(s) to (561) 742-6200. AA. All prices are F.O.B. Boynton Beach. 20 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 867 of 1076 NON COLLUSION AFFIDAVIT OF PRIME BIDDER State of Florida County of Palm Beach Todd Roesch being first duly sworn, deposes and says that: 1) He is President of GT Supplies, Inc. (Title) (Name of Corporation or Firm) the bidder that has submitted the attached bid: 2) He is fully informed respecting the preparation and contents of the attached bid and of all pertinent circumstances respecting such bid; 3) Said bid is genuine and is not a collusive or sham bid; 4) Further, the said bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other bidder, firm or person to submit a collusive or sham bid in connection with the Contract for which the attached bid has been submitted or to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communications or conference with any other bidder, firm or person to fix the price or prices in the attached bid or of any other bidder, or to fix any overhead, profit or cost element of the bid price or the bid price of any other bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Boynton Beach or any person interested in the proposed Contract; and 5) The price or prices quoted in the attached bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. y� YEE] State of Florida ipinski ion GG 181425 (Signed) 1/2022 Subscribed and sworn to before me (Title) President This 9th day of Aril 20 19 My commission expires THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 21 Page 868 of 1076 ANTI-KICKBACK AFFIDAVIT STATE OF FLORIDA ) : SS COUNTY OF PALM BEACH ) I, the undersigned hereby duly sworn, depose and say that no portion of the sum herein bid will be paid to any employees of the City of Boynton Beach as a commission, kickback, reward of gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. By: SItNATulRE Sworn and subscribed before me this 9th day of April 120 20 Printed Information: Todd Roesch NAME President TITLE NOTARY PUBLI , State of Florida at Large GT Supplies, Inc. COMPANY Elrde r aUt� Na4ary Public 3te4e 69 FloridaDonald R Lipinski04My Commission GG 1€a1425F_xpires 01/31/2022 "OFFICIAL NOTARY SEAL" STAMP THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 869 of 1076 CONFIRMATION OF MINORITY OWNED BUSINESS A requested form to be made a part of our files for future use and information. Please fill out and indicate in the appropriate spaces provided which category best describes your company. Return this form with your bid proposal sheet making it an official part of your bid response. Is your company a Minority Owned Business? X Yes No If Yes, please indicate by an °X" in the appropriate box: ( ) AMERICAN INDIAN ( ) ASIAN ( ) BLACK ( ) HISPANIC ( ) WOMEN ( ) OTHER (specify) ( ) NOT APPLICABLE Do you possess a Certification qualifying your business as a Minority Owned Business? YES NO X If YES, Name the Organization from which this certification was obtained and date: Issuing Organization for Certification Date of Certification THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 870 of 1076 CONFIRMATION OF DRUG-FREE WORKPLACE Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality, and service are received by the City of Boynton Beach or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: 1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4) In the statement specified in subsection (1), notify the employee that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Ven or's Si nature 24 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE Page 871 of 1076 PALM BEACH COUNTY INSPECTOR GENERAL ACKNOWLEDGMENT The Contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and in furtherance thereof may demand and obtain records and testimony from the Contractor and its subcontractors and lower tier subcontractors. The contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. GT Supplies, Inc. CONTRACTOR NAME By Title: President Date: 4/9/2019 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 25 Page 872 of 1076 CITY OF BOYNTON BEACH LOCAL BUSINESS STATUS CERTIFICATION I, the of (Name of officer of company) (Title of officer of company) , located at (Name of Corporation/Company) (Business Address) Certify that I am an authorized representative of the business and, on behalf of the Business, request that it be deemed to be a local business for purposes of the City of Boynton Beach Local Preference Program. Answering yes to Question 1 and Question 2 below will qualify the business as a local business. In support of this request, I certify the following to be true and correct: NAME OF BUSINESS: 1. Is the business located within the City limits YES NO Number of Years: of Boynton Beach, Florida? 2. Does the business have a business tax YES NO Business License receipt issued in the current year? Number: 3. Is the business registered with the Florida YES NO Division of Corporations? I understand that misrepresentation of any facts in connection with this request may be cause for removal from the certified local business list. I also agree that the business is required to notify the City in writing should it cease to qualify as a local business. Print Name: Signature: ***FOR PURCHASING USE ONLY*** Year Established: R Business License Active: 26 Page 873 of 1076 Verified by: Date: 27 Page 874 of 1076 CERTIFICATION PURSUANT TO FLORIDA STATUTE § 287.135 1, Todd Roesch - President on behalf of GT Supplies, Inc. certify Print Name and Title Company Name that GT Supplies, Inc. does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel List; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Syria. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certi- fication. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pur- suant to Florida Statute § 287.135. Section 287.135, Florida Statutes, prohibits the City from: 1) Contracting with companies for goods or services in any amount if at the time of bidding on, submitting a proposal for, or enter- ing into or renewing a contract if the company is on the Scrutinized Companies that Boycott Is- rael List, created pursuant to Section 215.4725, F.S. or is engaged in a boycott of Israel; and 2) Contracting with companies, for goods or services over$1,000,000.00 that are on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector list, created pursuant to s. 215.473, or are engaged in business operations in Syria. As the person authorized to sign on behalf of the Contractor, I hereby certify that the company identified above in the section entitled "Contractor Name" does not participate in any boycott of Israel, is not listed on the Scrutinized Companies that Boycott Israel List, is not listed on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector List, and is not engaged in business operations in Syria. I understand that pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject the company to civil penalties, at- torney's fees, and/or costs. I further understand that any contract with the City for goods or ser- vices may be terminated at the option of the City if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies with Activities in Sudan list or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 28 Page 875 of 1076 GT Supplies, Inc. COMPANY NAME SIGNATURE Todd Roesch President PRINT NAME TITLE STATEMENT OF NO BID THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 29 Page 876 of 1076 If you are not bidding this service/commodity, please complete and return this form to: PROCUREMENT SERVICES, City of Boynton Beach, 3301 Quantum Blvd., Boynton Beach, Florida 33435. Failure to respond may result in deletion of vendor's name from the qualified bidder's list for the City of Boynton Beach. COMPANY NAME: ADDRESS: TELEPHONE: SIGNATURE: DATE: WE, the undersigned have declined to bid on your Bid No.: 027-2515-19/MFD to "FRONT LOAD CONTAINERS AND ROLL OFF REPAIRS because of the following reasons: Specifications too "tight", i.e., geared toward brand or manufacturer only (explain below) Insufficient time to respond to the Invitation to Bid We do not offer this product or an equivalent Our product schedule would not permit us to perform Unable to meet specifications Unable to meet bond requirements Specifications unclear (explain below) Other (specify below) REMARKS: THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 30 Page 877 of 1076 Please see " Attachment B " PU0ELIO posal Sheet . " Attachment B " must be submitted with your proposal . FRONT LOAD CONTAINERS AND ROLL OFF REPAIRS ATTACHMENT "B" - PROPOSAL SHEETS BID NO.: 027-2515-19/MFD ****SUBMITTED INFORMATION MUST BE LEGIBLE-REPAIRS REGARDLESS OF WORK MUST INCLUDE PRIME AND PAINT(INCLUDING PARTS)**** COST OF MATERIALS IS TO INCLUDE BUT NOT LIMITED TO PARTS,EQUIPMENT AND TOOLS LABOR Item 1 Unit Hourly Rate Hourly Rate for Service at Container's Location Hour $ 105.00 Hourly Rate for Service at Vendor's Facility Hour $ 85.00 Hourly Rate for Same Day Emergency Service Hour $ 155.00 REPAIRS FOR FRONT LOAD CONTAINERS Replace Rusted Bottom(Furnish and Replace) Repair Sleeves Item 2 Type Cost of Materials Item 3 Type Cost of Materials 2 Yard $ 205.00 2 Yard $ 25.00 3 Yard $ 290.00 3 Yard $ 25.00 4 Yard $ 300.00 4 Yard $ 25.00 6 Yard $ 365.00 6 Yard $ 25.00 8 Yard $ 390.00 8 Yard $ 25.00 Drain Plug Fitting Remove&Replace Dog Ears Item 4 Type Cost of Materials Item 5 Type Cost of Materials 2 Yard $ 1.96 2 Yard $ 0.66 3 Yard $ 1.96 3 Yard $ 0.66 4 Yard $ 1.96 4 Yard $ 0.66 6 Yard $ 1.96 6 Yard $ 0.66 8 Yard $ 1.96 8 Yard $ 0.66 REPAIRS FOR FRONT LOAD CONTAINERS Remove&Replace Sleeves Painting of Container(s)(Entire Container,inside and out) Item 6 Type Cost of Materials Item 7 Type Cost of Materials 2 Yard $ 125.00 2 Yard $ 25.00 3 Yard $ 125.00 3 Yard $ 35.00 4 Yard $ 125.00 4 Yard $ 35.00 6 Yard $ 125.00 6 Yard $ 45.00 8 Yard $ 125.00 8 Yard $ 55.00 Painting of Container(s)Side Painting of Container(s)Back Item 8 Type Cost of Materials Item 9 Type Cost of Materials 2 Yard $ 15.00 2 Yard $ 15.00 3 Yard $ 15.00 3 Yard $ 15.00 4 Yard $ 15.00 4 Yard $ 15.00 6 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 8 Yard $ 15.00 Painting of Container(s)Front Install&Weld Wheels to bottom of container(s) Item 10 Type Cost of Materials (City will provide wheels) 2 Yard $ 15.00 Item 11 Type Cost of Materials 3 Yard $ 15.00 2 Yard $ 15.00 4 Yard $ 15.00 3 Yard $ 15.00 6 Yard $ 15.00 4 Yard $ 15.00 8 Yard $ 15.00 6 Yard $ 15.00 8 Yard $ 15.00 Page 879 of 1076 REPAIRS FOR ROLLOFF(S): Rusted Bottom Patch<10 X 10 Hole Rusted Side Patch<10 X 10 Hole Item 12 Type Cost of Materials Item 13 Tvpe Cost of Materials 10 Yard $ 20.00 10 Yard $ 15.00 20 Yard $ 20.00 20 Yard $ 15.00 30 Yard $ 20.00 30 Yard $ 15.00 40 Yard $ 20.00 40 Yard $ 15.00 Rusted Bottom Patch<12 X 12 Hole Rusted Side Patch<12 X 12 Hole Item 14 Tvpe Cost of Materials Item 15 Type Cost of Materials 10 Yard $ 24.00 10 Yard $ 17.00 20 Yard $ 24.00 20 Yard $ 17.00 30 Yard $ 24.00 30 Yard $ 17.00 40 Yard $ 24.001 40 Yard $ 17.00 Furnish,Remove&Replace Bottom Furnish,Remove&Replace Side Item 16 Type Cost of Materials Item 17 Tvpe Cost of Materials 10 Yard $ 495.00 10 Yard $ 475.00 20 Yard $ 535.00 20 Yard $ 515.00 30 Yard $ 535.00 30 Yard $ 585.00 40 Yard $ 535.00 40 Yard $ 615.00 Furnish,Remove&Replace Half of Bottom Furnish,Remove&Replace Half of Side Item 18 Tvpe Cost of Materials Item 19 Type Cost of Materials 10 Yard $ 320.00 10 Yard $ 295.00 20 Yard $ 365.00 20 Yard $ 325.00 30 Yard $ 365.00 30 Yard $ 365.00 40 Yard $ 365.00 40 Yard $ 385.00 Page 880 of 1076 REPAIRS FOR ROLLOFF(S): Repair Skirt Side Furnish,Remove&Replace Front Item 20 Type Cost of Materials Item 21 Type Cost of Materials 10 Yard $ 75.00 10 Yard $ 425.00 20 Yard $ 95.00 20 Yard $ 465.00 30 Yard $ 95.00 30 Yard $ 535.00 40 Yard $ 95.00J 40 Yard $ 555.00 Remove&Replace Skirt Side Furnish,Remove&Replace Half of Front Item 22 Type Cost of Materials Item 23 Type Cost of Materials 10 Yard $ 195.00 10 Yard $ 265.00 20 Yard $ 255.00 20 Yard $ 290.00 30 Yard $ 255.00 30 Yard $ 335.00 40 Yard $ 255.00J 40 Yard $ 350.00 Rusted Front Patch<10 X 10 Hole Repair Door Skirt Item 24 Type Cost of Materials Item 25 Tvpe Cost of Materials 10 Yard $ 20.00 10 Yard $ 40.00 20 Yard $ 20.00 20 Yard $ 40.00 30 Yard $ 20.00 30 Yard $ 40.00 40 Yard $ 20.00J 40 Yard $ 40.00 Rusted Front Patch<12 X 12 Hole Remove&Replace Door Skirt Item 26 Type Cost of Materials Item 27 Type Cost of Materials 10 Yard $ 24.00 10 Yard $ 95.00 20 Yard $ 24.00 20 Yard $ 95.00 30 Yard $ 24.00 30 Yard $ 95.00 40 Yard $ 24.001 40 Yard $ 95.00 Page 881 of 1076 REPAIRS FOR ROIIOFF(S): Replace Hook Replace nose roller and axle Item 28 Type Cost of Materials Item 29 Type Cost of Materials 10 Yard $ 95.00 10 Yard $ 95.00 20 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.00 40 Yard $ 95.00 Fabricate and Install New Hook Cover Plate Replace ground roller and axles Item 30 Type Cost of Materials Item 31 Tvpe Cost of Materials 10 Yard $ 95.00 10 Yard $ 95.00 20 Yard $ 95.00 20 Yard $ 95.00 30 Yard $ 95.00 30 Yard $ 95.00 40 Yard $ 95.001 40 Yard $ 95.00 Replace large bull nose Repair&Replace Door Item 32 Type Cost of Materials Item 33 Type Cost of Materials 10 Yard $ 95.00 10 Yard $ 295.00 20 Yard $ 95.00 20 Yard $ 325.00 30 Yard $ 95.00 30 Yard $ 375.00 40 Yard $ 95.00J 40 Yard $ 395.00 Remove&Replace nose roller Remove&Rebuild Door Post Item 34 Tvpe Cost of Materials Item 35 Type Cost of Materials 10 Yard $ 95.00 10 Yard $ 85.00 20 Yard $ 95.00 20 Yard $ 85.00 30 Yard $ 95.00 30 Yard $ 85.00 40 Yard $ 95.00 40 Yard $ 85.00 Page 882 of 1076 REPAIRS FOR ROLLOFF(S): Repair&Replace Door Latch Remove&Replace Door Guide Item 36 Tvpe Cost of Materials Item 37 Type Cost of Materials 10 Yard $ 125.00 10 Yard $ 25.00 20 Yard $ 125.00 20 Yard $ 25.00 30 Yard $ 125.00 30 Yard $ 25.00 40 Yard $ 125.00J 40 Yard $ 25.00 Repair Door Hinge Replace Door Pins for Latches Item 38 Type Cost of Materials Item 39 Type Cost of Materials 10 Yard $ 25.00 10 Yard $ 25.00 20 Yard $ 25.00 20 Yard $ 25.00 30 Yard $ 25.00 30 Yard $ 25.00 40 Yard $ 25.00J 40 Yard $ 25.00 Remove&Replace Door Hinge Repair Door Chain Item 40 Type Cost of Materials Item 41 Tvpe Cost of Materials 10 Yard $ 115.00 10 Yard $ 15.00 20 Yard $ 115.00 20 Yard $ 15.00 30 Yard $ 115.00 30 Yard $ 15.00 40 Yard $ 115.00J 40 Yard $ 15.00 Repair Door Guide Remove&Replace Door Chain Item 42 Type Cost of Materials Item 43 Tvpe Cost of Materials 10 Yard $ 10.00 10 Yard $ 25.00 20 Yard $ 10.00 20 Yard $ 25.00 30 Yard $ 10.00 30 Yard $ 25.00 40 Yard $ 10.00J40 Yard $ 25.00 Page 883 of 1076 REPAIRS FOR ROLLOFF(S): Replace Safety Chain Pin Repair Long Handle Locking Latch Item 44 Type Cost of Materials Item 45 Type Cost of Materials 10 Yard $ 5.00 10 Yard $ 20.00 20 Yard $ 5.00 20 Yard $ 20.00 30 Yard $ 5.00 30 Yard $ 20.00 40 Yard $ 5mj 40 Yard $ 20.00 Repair Safety Chain Pin&Hook Repair Small Safety Handle for Long Locking Latch Item 46 Type Cost of Materials Item 47 Type Cost of Materials 10 Yard $ 15.00 10 Yard $ 15.00 20 Yard $ 15.00 20 Yard $ 15.00 30 Yard $ 15.00 30 Yard $ 15.00 40 Yard $ 15.00 j 40 Yard $ 15.00 Replace Safety Chain Pin&Hook Replace Small Safety Handle for Long Locking Latch Item 48 Type Cost of Materials Item 49 Type Cost of Materials 10 Yard $ 45.00 10 Yard $ 25.00 20 Yard $ 45.00 20 Yard $ 25.00 30 Yard $ 45.00 30 Yard $ 25.00 40 Yard $ 45.001 40 Yard $ 25.00 Replace Long Handle Locking Latch Repair Entire Rail from Front to Rear Item 50 Type Cost of Materials Item 51 Type Cost of Materials 10 Yard $ 75.00 10 Yard $ 75.00 20 Yard $ 75.00 20 Yard $ 75.00 30 Yard $ 75.00 30 Yard $ 75.00 40 Yard $ 75.00 40 Yard $ 75.00 Page 884 of 1076 REPAIRS FOR ROLLOFFISI: Replace Entire Rail from Front to Rear Repair Floor Channel Item 52 Type Cost of Materials Item 53 Type Cost of Materials 10 Yard $ 265.00 10 Yard $ 10.00 20 Yard $ 305.00 20 Yard $ 10.00 30 Yard $ 305.00 30 Yard $ 10.00 40 Yard $ 305.00j 40 Yard $ 10.00 Remove&Replace Floor Channel Item 54 Type Cost of Materials 10 Yard $ 75.00 20 Yard $ 75.00 30 Yard $ 75.00 40 Yard $ 75.00 Page 885 of 1076 8.A. PUBLIC HEARING 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve Conditional Use and Major Site Plan Modification for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through and related site improvements, located in a C-3 (Community Commercial) zoning district. Applicant: Raymond Funk, Coastal QSR, LLC. (Applicant requests fabling continues to May 21st meeting.) EXPLANATION OF REQUEST: The 0.77-acre subject property consist of two parcels, both currently vacant. The applicant is requesting Conditional Use and Major Site Plan Modification approval for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through, and related site improvements. The drive-through portion of the proposed use requires Conditional Use approval at the proposed location. The fast food restaurant is generally compatible with the remainder of the commercial uses on the corridor and with the surrounding residential properties; as such uses located adjacent to large residential developments are typically patronized by the residents within the neighborhood. The drive-through facility is located completely behind the restaurant structure and is not visible from South Federal Highway. The building's design is typical of most commercial structures with a mix of painted split face CMU block and textured stucco finish, with the fagade above the two entrances covered in a contrasting surface material called alumawood, which contributes to the overall focal points of the project entrances. The building has a flat roof with a parapet and a combination of earth tone and branded colors. Staff recommends approval subject to including all conditions of approval. The Planning and Development Board reviewed the item at the February 26, 2019 meeting and did not recommend approval. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? N/A FISCAL IMPACT: Fiscal impact of the proposed use on adjacent and nearby properties, and the City as a whole, will be negligible, other than the enhanced condition of the property with the upgraded building and use on the site, permit fees and certificate of use fees. ALTERNATIVES: None recommended. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: Page 886 of 1076 CLIMATE ACTION DISCUSSION: N/A Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Staff Report Taco Bell Staff Report D Location Map Exhibit A® Location Map D Letter Exhibit B ® Justification Letter D Drawings Exhibit C ® Project Plans D Conditions of Approval Exhibit D ® Conditions of Approval D Addendum Exhibit E ® Development Order Page 887 of 1076 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 19-007 STAFF REPORT TO: Chair and Members Planning and Development Board THRU: Ed Breese Planning and Zoning Administrator FROM: Amanda Bassiely, AICP* Principal Planner DATE: February, 19 2019 PROJECT NAME: Taco Bell Restaurant COUS 18-005/ MSPM 18-007 REQUEST- Conditional Use approval associated with a request for Major Site Plan Modification approval for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through and related site improvements, located in a C-3 (Community Commercial) zoning district. PROJECT DESCRIPTION Applicant: Raymond Funk, Coastal QSR, LLC Property Owner: Knuckles, LLC Agent: Craig L. Cornelison, Cornelison Engineering & Design Location: Northwest corner of South Federal Highway and SE 23rd Avenue (See Exhibit A— Location Map) Existing Land Use/Zoning: Local Retail Commercial (LRC)/ C-3 Community Commercial Proposed Uses: Fast food restaurant with drive-through facility Acreage: 0.77 Page 888 of 1076 Taco Bell Restaurant COUS 18-005/MSPM 18-007 Page 2 Adjacent Uses: North: Developed multifamily property, classified Local Retail Commercial (LRC) and zoned C-3, Community Commercial; South: Right of way of SE 23rd Avenue; further south, developed commercial property, classified Local Retail Commercial (LRC) and zoned C-3, Community Commercial, (Sunoco gas station); East: Right-of-way of South Federal Highway; farther east, developed multifamily property, classified Special High Density Residential (SHDR) and zoned R-3, Multifamily; and West: Undeveloped commercial property, classified Local Retail Commercial (LRC) and zoned C-3, Community Commercial. PROPERTY OWNER NOTIFICATION Owners of properties within 400 feet of the subject project were mailed a notice of this request and its respective hearing dates. The applicant has certified that signage is posted and notices mailed in accordance with Ordinance No. 04-007. BACKGROUND/ PROPOSAL The 0.77-acre subject property consist of two parcels, both currently vacant. The applicant is requesting Conditional Use approval associated with a request for Major Site Plan Modification approval for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through, and related site improvements. The drive-through portion of the proposed use requires Conditional Use approval at the proposed location. STANDARDS FOR EVALUATING CONDITIONAL USES AND ANALYSIS Section 11.2.D of the Land Development Regulations contains the following standards to which conditional uses are required to conform. Following each of these standards is the Planning and Zoning Division's evaluation of the application as it pertains to each of the standards. In addition, the applicant has submitted a separate detailed justification statement that addresses each of these standards (see Exhibit B—Justification Statement). The Planning & Development Board and City Commission shall consider only such conditional uses as are authorized under the terms of these zoning regulations and, in connection therewith, may grant conditional uses absolutely or conditioned upon adherence to conditions of approval including, but not limited to, the dedication of property for streets, alleys, recreation space and sidewalks, as shall be determined necessary for the protection of the surrounding area and the citizens' general welfare, or deny conditional uses when not in harmony with the intent and purpose of this section. In evaluating an application for conditional use approval, the Board and Commission shall consider the effect of the proposed use on the general health, safety and welfare of the community and make written findings certifying that satisfactory provisions have been made concerning the following standards, where applicable: Page 889 of 1076 Taco Bell Restaurant COUS 18-005/MSPM 18-007 Page 3 1. Ingress and egress to the subject property and proposed structures thereon, with particular reference to automobile and pedestrian safety and convenience, traffic flow and control, and access in case of fire or catastrophe. The subject property currently has one primary point of ingress and egress; the driveway is located on the SE 23rd Avenue near the west property line in order to maximize the distance between the entry point and the existing intersection. The proposed access provides adequate ingress and egress to the property for automobiles, pedestrians, and emergency/service vehicles. The proposed driveway is required to maintain an ingress/egress easement and will be shared with the property to the immediate west (see Exhibit D — Conditions of Approval). In addition, adequate pedestrian access will be accomplished by expanding the existing sidewalk on South Federal Highway to eight (8) feet in width and creating a connection from the proposed building, which also connects to an existing five (5) foot sidewalk along the south side of the project site. A traffic study was preformed by Traffic Planning & Design, Inc. for the applicant. The study indicates that the proposed use will generate 449 new net trips per day and 31 new P.M. peak hour trips. Approval from the county is required prior to permit issuance (see Exhibit D —Conditions of Approval). 2. Off-street parking and loading areas where required, with particular attention to the items in standard#1 above, and the economic, glare, noise, and odor effects the conditional use will have on adjacent and nearby properties, and the city as a whole. The minimum parking required for a restaurant is calculated at one (1) parking space per 2.5 seats or one (1) parking space per 100 square feet, whichever is greater. The use proposes 42 seats, which would require 19 parking spaces. Since the building has 1,927 square feet, 20 parking spaces are required. The site plan depicts 20 parking spaces immediately behind (to the west) of the building, one of which is a handicap parking space. The design of the parking areas is sensitive to the neighboring properties and is designed to include perimeter landscaping. 3. Refuse and service areas, with particular reference to the items in standards 1 and 2 above. A dumpster is proposed at the south west corner of the property, setback approximately 10 feet from the south property line. The refuse area is screened by both the six (6) foot wall and landscaping. Trash would be removed on a standard schedule and solid waste is not anticipated to increase significantly as a result of this application. 4. Utilities, with reference to locations, availability, and compatibility. The City of Boynton Beach Utility Department currently serves the site, and utilities would continue to be available and provided, consistent with Comprehensive Plan policies and City regulations. A 30 foot by 30 foot public easement is required for the relocated pump station adjacent to the west property line and SE 231 Avenue. An additional 10 foot public easement is required along the length of the south property line. The applicant will be required to construct two (2) manholes, one (1) at the western end of the easement and one (1) at the eastern end, the easement must also include 2" PVC sewer pipe and 8" gravity line each stubbed out and capped to the City's specifications. A developer agreement for Page 890 of 1076 Taco Bell Restaurant COUS 18-005/MSPM 18-007 Page 4 the necessary utility improvements must be executed prior to permit issuance (see Exhibit D - Conditions of Approval). 5. Screening, buffering and landscaping with reference to type, dimensions, and character. The drive-through facility is located completely behind the restaurant structure and is not visible from South Federal Highway. Projects proposed in the Federal Highway District in the Community Redevelopment Area are subject to the "Pedestrian Zone" portion of the Land Development Regulations. These code provisions recognize the desire for reduced building setbacks, thus creating an urban setting. The purpose of the streetscape design concept is to create a landscape design that encompasses both the private and public domain, to blend the two areas into one unified landscape scheme and optimize the pedestrian experience. This is accomplished through hardscape and landscape choices, covered walkways (arcades, awnings, tree canopy), and streetscape amenities (benches, lighting, accent plantings). The landscape design proposed by the applicant depicts the use of street trees, lighting, and locating the building along South Federal Highway to address the public right-of way. The site plan depicts 34 palm trees and 22 trees throughout the property. As the City requires the planting of trees every 25 feet on-center along vehicular use areas, the applicant shall revise the landscape plan at time of permit submittal to depict a tree every 25 feet on-center along the north side of the drive-through. Palm species include, Sabal, Royal, and Alexander. Tree species include Black Olive, Densa Pine, Green Buttonwood, Glaucous Cassia and Orange Geiger. Trees will be provided ranging in overall height from 12 feet to 21 feet; shrubs and hedges provided will range from 10 inches to 36 inches in height. The plant material chosen will be native and/or drought-tolerant. 6. Signs, and proposed exterior lighting, with reference to glare, traffic safety, economic effect, and compatibility and harmony with adjacent and nearby properties. The project proposes the installation of five (5) new light poles. In an effort to minimize glare and impact on surrounding properties, the light fixtures will be full cutoff design, and the light levels are depicted to be below the code maximum of 5.9 foot-candles. The light poles will have an overall height of 20 feet. Relative to signage for the project, the applicant is currently depicting two (2) wall signs, however signage has not been fully designed, therefore staff recommends conditions of approval that require staff review and approval of sign design prior to permitting (see Exhibit "D" —Conditions of Approval). 7. Required setbacks and other open spaces. The proposed restaurant meets the minimum setback requirements of the C-3 zoning district within the Urban Commercial District Overlay Zone. The overlay district requires no building setbacks, but rather a zero (0) build-to line. However, the building setbacks may be increased up to 15 feet administratively, without benefit of a community design appeal, in areas where the intent is to 1) enhance public spaces such as sidewalks, plazas, fountains, or outdoor seating areas; 2) optimize landscape design; 3) maximize on-site drainage solutions; and/or 4) accommodate architectural features and building enhancements. This requirement would apply to all building facades fronting South Federal Highway. The building setback is measured from the property line to the exterior surface of the building or supporting columns. Along South Federal Highway, the proposed building is setback 13 and Page 891 of 1076 Taco Bell Restaurant COUS 18-005/MSPM 18-007 Page 5 one-half feet; along SE 23rd Avenue, the building is setback 32.45 feet. The building is set back 41.21 feet from the north property line and approximately 190 feet from the west property line (see Exhibit D —Conditions of Approval). 8. General compatibility with adjacent properties, and other property in the zoning district. The fast food restaurant is generally compatible with the remainder of the commercial uses on the corridor and with the surrounding residential properties; as such uses located adjacent to large residential developments are typically patronized by the residents within the neighborhood. The building's design is typical of most commercial structures with a mix of painted split face CMU block, textured stucco finish and alumawood focal point. The building has a flat roof with a parapet and a combination of earthtone and branded colors. 9. Height of building and structures, with reference to compatibility and harmony with adjacent and nearby properties, and the city as a whole. The building is designed as a one-story structure, with the parapet wall at a height of 22 feet and two (2) inches, which is compatible with the structures on neighboring properties, and under the maximum allowable height of 45' in the C-3 zoning district. 10. Economic effects on adjacent and nearby properties, and the city as a whole. The overall economic effects of the proposed use on adjacent and nearby properties, and the City as a whole, will be negligible, other than the enhanced condition of the property with the upgraded building and use on the site, permit fees and certificate of use fees. It is a local convenience as intended by LRC future land use designation. Coffee, breakfast, lunch, and snacks are staples for neighborhood businesses and residents. Additionally, it is creating employment opportunities for the residential communities. 11. Where applicable, the proposed use furthers the purpose and intent of a corresponding mixed use zoning district or redevelopment plan; A mixed use zoning district or redevelopment plan is inapplicable to this project. 12. Compliance with, and abatement of nuisances and hazards in accordance with, the performance standards of Chapter 2, Section 4.N. of the City's Land Development Regulations and conformance to the City of Boynton Beach Noise Control Ordinance. The project would not create smoke, odors, fumes, or toxic matter that would negatively impact the neighboring properties. All restaurant activities take place entirely within the fully enclosed building. 13. Required sound study and analysis. All conditional use applications for bars, nightclubs and similar establishments shall include the following analysis performed by a certified acoustic engineer: a. Data on the sound emitting devices/equipment and the methods and materials to be used to assure that the acoustic level of the City Code will be met; b. The analysis shall specify the authority and/or basis for determination of the acoustic level of the sound emitting devices/equipment; c. The analysis of any sound retention, reduction or reflection shall include information such as the nature, types and coefficients of sound absorbent and sound-reflecting materials to be used, coatings of the surfaces of ceilings, walls, windows, and floors and insulation to be used; and/or d. It shall also verify that sound standards shall Page 892 of 1076 Taco Bell Restaurant COUS 18-005/MSPM 18-007 Page 6 be met during the normal opening of doors for people entering and exiting the establishment. This standard is inapplicable to this project because the proposed use is neither a bar, nightclub, nor similar establishments. RECOMMENDATION Based on the information contained herein, compliance with development regulations and conditional use standards, staff recommends APPROVAL of this request for conditional use and major site plan modification, subject to satisfying all conditions of approval recommended by staff as contained in Exhibit "D" — Conditions of Approval. Any additional conditions of approval recommended by the Board and required by the City Commission will be placed in Exhibit "D" accordingly. Furthermore, pursuant to Chapter 2, Article II, Section 2.0 Conditional Uses, a time limit is to be set within which the proposed project is to be developed. Staff recommends that a period of 18 months be allowed to receive the necessary building permits. S:\Planning\SHARED\WP\PROJECTS\Taco Bell\StaffReport\StaffReport-COUS18-005 MSPM18-007.doc Page 893 of 1076 EXHIBIT A LOCATION MAP IF { } tet kk k i� r q E S E 23 rc1 Awe y sr, ' s i t 0 15 30 60 90 Feet Page 894 of 1076 LOIRNELISON EXHIBIT B C' ED- ENGINEERING & 38039 Old 5cn Avenue „` "" DESIGN, INC. Zephyrhills,FL 33542 Tel.(813)788-7835 Fax.(813)788-7062 June 14, 2018 www.cornelison-eng.com City of Boynton Beach Planning &Zoning Division 100 East Boynton Beach Boulevard Boynton Beach, FL 33435 Tel. (561) 742-6260 RE: Letter of Justification Taco Bell, 2319 S. Federal Highway, Boynton Beach Parcel ID No. 08-43-45-33-06-000-0010 (portion of) To Whom It May Concern: This Letter of Justification is to request Conditional Use approval for the construction of a 1,918 SF Taco Bell restaurant with drive-thru and related site infrastructure.We believe this request is consistent with other fast-food restaurants permitted in nearby areas of the City and is also consistent with the City of Boynton Beach's Land Development Regulations (Chapter 3, Article IV, Section 4). Below are the standards used to evaluate a Conditional Use Application: 1. Ingress and egress to the subject property and proposed structures thereon,with particular reference to automobile and pedestrian safety and convenience, traffic flow and control, and access in case of fire or catastrophe. The site will be accessed via a proposed driveway to/from SW 23rd Avenue along the left(west)property line, which will provide adequate ingress and egress to the property for automobiles, pedestrians, and emergency/service vehicles and/or staff. The proposed driveway will be shared with the property to the immediate west of the entrance. In addition, adequate pedestrian access will be accomplished by a sidewalk connection to be constructed from the proposed building to the existing sidewalk along the front of the site(along S. Federal Highway), which also connects to the existing sidewalk along the south side of the project site, along SE 23rd Avenue. 2. Off-street parking and loading areas where required, with particular attention to the items in subsection C.1. above, and the economic, glare, noise, and odor effects the conditional use will have on adjacent and nearby properties, and the city as a whole. Adequate off-street parking will be provided for the proposed project; the parking spaces shown on the proposed site plan exceed the spaces required. The design of the proposed use will incorporate elements to minimize any noise, glare, economic, and/or odor effects on adjacent and nearby properties and the City as a whole. Landscaping will be placed along the perimeter of the site to further screen, buffer, and mitigate the facility from having any impact on adjacent properties. Site deliveries will be made when the restaurant is closed to not interfere with restaurant operations. 3. Refuse and service areas, with particular reference to the items in subsection C.1. and C.2. above. A dumpster with enclosure will be situated on the site with adequate access for refuse trucks to service the project per the City's requirements. 4. Utilities, with reference to locations, availability, and compatibility. There are existing utilities near or adjacent to the site, which will provide adequate access to water, sewer, electric, and phone service. Existing electric lines and a fiber-optic vault are to the east of the property along S. Federal Highway; an existing water meter is near the southeast corner of the site; and there is an existing City lift station adjacent to the south property line along SE 23rd Avenue. These utilities are compatible with other existing services in the area and adjacent properties. Page 895 of 1076 CORNELISON ENGINEERING& DESIGN,INC. City of Boynton Beach, Conditional Use Justification June 14,2018, Page 2 5. Screening, buffering and landscaping with reference to type, dimensions, and character. Screening, buffering, and landscaping will be designed in accordance with City standards. Trees, shrubs, and hedges will be utilized to incorporate the general characteristics of the proposed use, the surrounding areas, and similar uses in the City. Various types of trees will be provided ranging in overall height from 12'to 21';shrubs and hedges provided will range from 10"to 36"in height. 6. Signs, and proposed exterior lighting, with reference to glare, traffic safety, economic effect, and compatibility and harmony with adjacent and nearby properties. The signage and proposed exterior lighting will be compatible and in harmony with adjacent and nearby properties and will be placed in such as manner as to avoid glare and prevent safety hazards for traffic. 7. Required setbacks and other open spaces. The proposed use will be positioned on the property to meet all applicable setbacks and open space requirements. 8. General compatibility with adjacent properties, and other property in the zoning district. The proposed use is compatible with the adjacent properties and other property in the zoning district. 9. Height of buildings and structures, with reference to compatibility and harmony to adjacent and nearby properties, and the City as a whole. There will be a one-story, 22'building on the property, which is compliant with City standards, as well as compatible and in harmony to adjacent and nearby properties and other fast-food restaurants in the City. 10. Economic effects on adjacent and nearby properties, and the City as a whole. The proposed use will not hinder the development or economic stability of nearby properties or the City as a whole. As a new development, the proposed project will have a positive effect on the area and increasing the value of surrounding properties. 11. Where applicable, the proposed use furthers the purpose and intent of a corresponding mixed-use zoning district or redevelopment plan. Not applicable (proposed site is zoned C-3). 12. Compliance with and abatement of nuisances and hazards in accordance with the operational performance standards as indicated in Chapter 3, Article IV, Section 1 and the Noise Control Ordinance, and City Code of Ordinances Part II, Chapter 15, Section 15-8. The proposed use will be designed in compliance with the operational performance standards referenced above. There will be minimal pollution and noise as there is with any construction;the noise will not exceed the City's noise ordinance. Construction times will be the same as all other general construction projects (typically 7:00 am to 4:00 pm, Monday-Friday). If you should have any questions, please do not hesitate to contact me. 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I - GA-19 AV' I 4 l— "^P'NVId—HI ° A.D f£Z d I -F,a 60,\ c EXHIBIT D Conditions of Approval Project Name: Taco Bell Restaurant File number: COUS 18-005/ MSPM 18-007 Reference: 31d review plans identified as a Maior Site Plan Modification with a February 13, 2019 Planning and Zoning Department date stamp marking. DEPARTMENTS INCLUDE REJECT ENGINEERING / PUBLIC WORKS/ FORESTRY/ UTILITIES Comments: None. All previous comments addressed at DART meeting. 1. Provide a 30 foot by 30 foot public utilities easement for pump station X located on SE 231d Avenue on the west side of the west property line. The easement is to be recorded at the county prior to permit issuance. 2. Provide a ten (10) foot public utilities easement along SE 231d X Avenue. The easement is to be recorded at the county prior to permit issuance. 3. A Developers Agreement addressing the construction of the pump X station is to be completed prior to permit issuance. 4. Additional comments may be rendered at time of permitting. X FIRE Comments: None. All previous comments addressed at DART meeting. POLICE Comments: None. All previous comments addressed at DART meeting. BUILDING DIVISION Comments: None. All previous comments addressed at DART meeting. PARKS AND RECREATION Comments: None. PLANNING AND ZONING Comments: 5. A cross-access easement is required to maintain access to the X Page 906 of 1076 Taco Bell Restaurant(COOS 18-005/MSPM 18-007) Conditions of Approval Page 2 of 3 DEPARTMENTS INCLUDE REJECT remaining parcels to the west. 6. On Sheet C04, there are improvements depicted within the utility X easement along the north side of the property. Please provide written authorization for the encroachment, seek and receive abandonment approval, or remove encroachment. 7. Increase the height of the shrubs planted on the east and south of X the building to a four foot minimum, to offset the height of the finished floor and ramps. 8. Provide Palm Beach County Engineering approval of the proposed X project to ensure they will not require a corner clip or additional right- of-way. 9. Revise cool white lighting to warm white. X 10. Although review of signs for compliance with codes will be conducted X at time of permit submittal, please be aware the logos (such as the "bell") placed on building facades are limited to 20% of the individual worded sign it is associated with, or a maximum of 9 square feet. 11. Landscaping around the dumpster enclosure shall be planted at a X minimum of one-half the height of the enclosure. 12. Per the Community Design Standards for drive-through facilities, the X building fagade on which the drive-through window is located shall have windows that occupy no less than 25% fagade, located at pedestrian level. A maximum of 10% of this 25% may be non- transparent. Provide dimensions and show calculations. 13. This project is subject to the public art program. Submit an X application and coordinate with the City's Public Art Manager. 14. A unity of title will be required for the remaining three parcels to the X west. 15. Revise the landscape plan to depict the 25 trees on-center along all X vehicular use areas at time of permit submittal. 16. Clearly dimension the setback of the building from each property line X to the closest point of the building. 17. Sanitary sewer lines shall be placed underneath the sidewalk to X maximize the landscaping types allowed in the east and south perimeter landscape buffers. 18. Additional comments may be rendered at time of permitting. X Page 907 of 1076 Taco Bell Restaurant(COOS 18-005/MSPM 18-007) Conditions of Approval Page 3 of 3 DEPARTMENTS INCLUDE REJECT COMMUNITY REDEVELOPMENT AGENCY Comments: None. All previous comments addressed at DART meeting PLANNING & DEVELOPMENT BOARD CONDITIONS Comments: None. CITY COMMISSION CONDITIONS Comments: To be determined. ADDITIONAL REPRESENTATIONS/COMMITMENTS The applicant or applicant's representatives made the following representations and commitments during the quasi-judicial and/or public hearings that now constitute binding obligations of the applicant. The obligations have the same weight as other conditions of approval. S:\Planning\SHARED\WP\PROJECTS\Taco Bell\StaffReport\Exhibit D-COUS18-05 MSPM18-007 COA-PD.doc Page 908 of 1076 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: Taco Bell Restaurant (COUS 18-005/ MSPM 18-007) APPLICANT: Raymond Funk, Coastal QSR, LLC APPLICANT'S ADDRESS: 1340 Hamlet Avenue, Clearwater, FL 33756 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: March 19, 2019 APPROVAL SOUGHT: Request Conditional Use and Major Site Plan Modification approval for the construction of a 1,927 square foot Taco Bell Restaurant, drive-through and related site improvements, located in a C-3 (Community Commercial) zoning district. LOCATION OF PROPERTY: Northwest corner of South Federal Highway and SE 231d Avenue DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER was presented to the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the approval sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: 1. Application for the approval sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant X HAS HAS NOT established by substantial competent evidence a basis for the approval requested. 3. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included." 4. The Applicant's request is hereby X GRANTED subject to the conditions referenced in paragraph 3 above. DENIED 5. This Order shall take effect immediately upon issuance by the City Clerk. 6. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other: DATED: City Clerk S:\Planning\SHARED\WP\PROJECTS\Taco Be11\StaffReport\MSPMP18-007_DO.doc Page 909 of 1076 8.B. PUBLIC HEARING 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED ORDINANCE NO. 19-014- SECOND READING - Approve Harbor Cay Townhomes Future Land Use Map Amendment from Special High Density Residential (SHDR) to Mixed Use Low (MXL) for a 1.43-parcel, located at 605 Lakeside Harbor. Applicant: United Developers Group, LLC. PROPOSED ORDINANCE NO. 19-015 - SECOND READING -Approve Harbor Cay Townhomes Rezoning from IPUD, Infill Planned Unit Development to MU-1, Mixed Use 1 for a 1.43-parcel, located at 605 Lakeside Harbor. Applicant: United Developers Group, LLC. EXPLANATION OF REQUEST: The subject 1.43-acre property, currently developed with a vacated single-family home, is located in the Federal Highway District (North) of the community Redevelopment Area (CRA). The applicant is following the recommendation of the CRA Community Redevelopment Plan by requesting reclassification of the property to the Mixed Use Low(MXL) future land use category. Note that the proposed Mixed Use 1 zoning district is the only district that corresponds with the MXL land use classification within in CRA-designated areas. The MXL classification allows for a maximum density of 20 dwelling units per acre (du/ac). The proposed major site plan modification (MSPM) features 18 townhomes with the resulting density of approximately 12.6 du/ac. The Planning & Development Board reviewed this request at their March 26th meeting and forwards it with a recommendation for approval. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? No significant impact on either programs or services FISCAL IMPACT: Ultimate increase in the City's property tax base as well as permit and business tax and certificate of use revenues. ALTERNATIVES: None recommended STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: No Page 910 of 1076 CLIMATE ACTION DISCUSSION: N/A Is this a grant? Grant Amount: ATTACHMENTS: Type Description D Ordinance Ord 19-014 D Ordinance Ord. 19-015 D Staff Report LUAR 19-003 Harbor Cay staff report D Location Map ExhibitA. Location Map D Location Map Exhibit B. Proposed FLU D Location Map Exhibit C. Proposed Zoning Page 911 of 1076 ORDINANCE NO. 19- 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH,FLORIDA, AMENDING ORDINANCE 89-38 BY AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN FOR PROPERTY COMMONLY KNOWN AS HARBOR CAY TOWNHOMES AND DESCRIBED HEREIN, OWNED BY UNITED -DEVELOPERS GROUP, LLC., CHANGING THE LAND USE DESIGNATION FROM SPECIAL HIGH DENSITY RESIDENTIAL (SHDR) TO: MIXED USE LOW (MXL); PROVIDING FOR CONFLICTS, SEVERABILITY,AND AN EFFECTIVE A . WHEREAS, the City Commission of the City of Boynton Beach, Florida has I adopted a City of Boynton Beach Comprehensive Plan and as part of said Plan a Future Land I Use Element pursuant t) Ordinance No. 89-38 and in accordance with the Local Government 1 Comprehensive Planning Act; and 1 WHEREAS, the procedure for amendment of a Future Land Use Element of a 1 Comprehensive Plan as set forth in Chapter 163, Florida Statutes, has been followed; and I WHEREAS, after two (2) public hearings the City Commission acting in its dual 2 capacity as Local Planning Agency and City Commission finds that the amendment 2 hereinafter set forth is consistent with the City's adopted Comprehensive Plan and deems it 2 in the best interest of the, inhabitants of said City to amend the Future Land Use Element 2 (designation) of the Comprehensive Plan as hereinafter provided. 2 NOW,THEREFORE,BE IT ORDAINED BY THE CITY COMMISSION OF THE 2 CITY OF BOYNTON BEACH, FLORIDA, THAT: 2 Section 1: The foregoing WHEREAS clauses are true and correct and incorporated 2 herein by this reference. 28 Section 2: Ordinance No. 89-3 8 of the City is hereby amended to reflect that the 2 Future Land Use of the following described land: 3 A parcel of land in section 15,township 45 south,range 43 east, City of Boynton Beach,Florida, 31 and being a part of lots 2 and 3 off Sam Brown Jr's Hypoluxo Subdivision, according to the plat 32 thereof, as recorded in plat book 1,page 81, public records of Palm Beach County, Florida, and 33 being more particularly described as follows: BEGIN at the intersection of the north line of said 34 lot two with the easterly right of way line State Road No. 5 (US #1) as said right of way is shown 35 on the plat recorded in road plat book 3, pages I 1-17 of Palm Beach County, Florida, and also 3 - shown on Florida State Road Department right-of-way map section 93010-2501, sheet 3 of 7; 37 thence SO 8'12'00"W,along said east right-of-way line for 258.54 feet to a point on the south line 38 of said lot 3; thence S89*13'55"E, along the south line of said lot 3 for 273.65 feet; thence 391 NOO*14'05"E for 127.30 feet; thence N89'45'55"W for 30.28 feet;thence N04*23'20"E for 5.35 40- feet to a found iron pipe also being on the common lot line of said lots 2 and 3;thence continue 41- N04*23'20"E for 124.27 feet to a point on the north line of said lot 2; thence N89'13'55"W, SACA10rdinancesTlanning\Land UseWarbor Cay LUA-Ordinance.Doex Page 912 of 1 76 4 = along said north line of lot 2 for 216.93 feet to the POINT OF BEGINNING. 4 4 Said lands situate in the City of Boynton Beach, Palm Beach County, Florida and 4 containing 62,243 square feet(1.43 acres) more or less. 4 4 is amended from Special High Density Residential(SHDR)to: MIXED USE LOW(MXL). 4 Section 3: This Ordinance shall take effect on adoption, subject to the review,challenge, 4 or appeal provisions provided by the Florida Local Government Comprehensive Planning and 5 Land Development Regulation Act. No party shall be vested of any right by virtue of the i 5 adoption of this Ordinance until all statutory required review is complete and all legal challenges, including appeals, are exhausted. In the event that the effective date is established by state law 5 or special act, the provisions of state act shall control. 5,411 FIRST READING this day of , 2019. 5 „ SECOND, FINAL READING and PASSAGE this day of , 2019. 5 CITY OF BOYNTON BEACH,FLORIDA 5 YES NO 6 Mayor—Steven B. Grant 6 --- 62 Vice Mayor—Justin Katz _..................................... 6 641 Commissioner—Mack McCray 6 5! 6 Commissioner—Christina L. Romelus 6 6 Commissioner—Ty Penserga 69 7 0' VOTE 71 ATTEST: 72 73 74- Judith A. Pyle, CMC 751 City Clerk 7 6� Seal 7 (Corporate ) 78 : SACMOrdinances\PlanninglLand UseWarbor Cay LUA-Ordinance.Docx Page 913 of 1Q76 ORDINANCE NO. 19- 0 jL 5 AN ORDINANCE OFTHE CITY OF BOYNTON BEACH, FLORIDA. AINIENDING ORDINANCE 02-013 TO REZONE A PARCEL OF LAND DESCRIBED HEREIN AND COMMONLY REFERRED TO AS HARBOR CAY FROM INFILL PLANNED UNIT DEVELOPMEN7 (IRUD) TO TMWD USE I (MU-1); PROVIDING FOR CONFLICTS, SEVERABILITY,AND AN EFFECTIVE DATE. WHEREAS,the City Commission of the City of Boynton Beach, Florida has adopted Ordinance No. 02-013,in which a Revised Zoning Map was adopted for said City; and WHEREAS, the property owner has made application to rezone land, said land being 1. more particularly described hereinafter, from Infill Planned Unit Development (IPUD) to 14 MIXED USE I (MU-1); and 2.5 V*MREAS, the City Commission conducted public hearings as required by law and 16 heard testimony and received evidence which the Commission find,-,supports a rezoning for the 1-1 property hereinafter described-, and WHERAAS,,the City Commission deerns it in the best intergsts: of the inhabitants of said City W aradid the aforesa'id Revised Zoning Map as hereinafter set faith. F9. 20 &0 "' .THERE RE, 13KIT ORDAINED BYITYgOM �TJIE :I� MSSION OF 21 THE CITY OF'BOYNTON BEACII�FLOR�DA THAT: 2 2 Section 1. The foregoing Whereas clauses are true and correct and incorporated 23 herein by this reference. 0 31 a 24 Section 2. The land herein described be and the same is hereby rezoned from Inful 25 Planned Unit Development (IPUD) to MIXED USE 1 (MU-1.). A location map is attached 26 hereto as Exhibit"A"and made a part.of this Ordinance by reference. Legal Description: 27 28 29 A parcel oft d in.section 15,township 45 south,rapge 4.3 east,City of Boynton Be4ch,Florida, 30 and being a part of lots 2 and 3 off Sam BTo'%M' Jr's Hypbluxo Subdivision,.according-to the 31 plat thereof,,as recorded in at book 1,page 81,public records of-Palm. each Countyj Flbri4 32. and being more particularly described as follows: BEGIN at the intersection of the north line 33 of said lot two with the easterly right of way line State Road No. 5 (US#1)as said right of way 34 is shown on the plat recorded in road plat.book.3,.pages 11-:17 of Palm Beach.County,-Florida, 35 and also sbown.on Florida State Road Department ii&-of-way map section 93010-2501, sheet 36 3 of 1; thence S08*I 00"W, along said east right-of-way line for 258.54 feet to a point on the 37 south line,of said lot 3; thence, SWI 3'55"F, along the south find of-said Iot 3'for 273.65 feet; 38 thence N00°14'.05"8 for 127.30 feet;thence N89'45'55"W for 30.28 feet;thence N04'23'20"E S\CAN.Ordiwmces\Por Uy-Remne-Ordim=.40ox Page 914 of 1 76 3 for 5.35 feet to a found iron pipe also being on the common lot line of said lots 2 and 3;thence continue. 042 '20"E for 124.27 feet to point o a . o line of. said lot ; e . 4 N9°13.' 5" on -said north line of lot 2 for 216:93 feet tothe-POINT BEGINNING. 4 Said lands situate in e City of Boynton Beach,.PaIni BeachCounty,'Florida and 4 n g 62;243 s (1.43 )more or I 4 S ioni: .. :That the afar. °d Revised Zoning � :.o e City shall be. amended. 4. ly. Section . All ordinances or parts of ordinances in conffict herewith are hereby repealed. 4 Section 5. Should any section or provision of this Ordinance or any portion 5 declared y a court of competent] sdiction to be invalid, such decision shall not affect the remainder of this Ordinance, Section.6. This ordinance shall become effective immediately upon passage. FIRST READING this day of e _a 2019. 5 SECOND, FINAL READING and PASSAGEis day of 52019. 5 CITY OF BO ON BEACH,FLORIDA 5 YES NO 5Mayor—Steven B.Grant 5 6 Vice Mayor—Justin Katz ; 6 6 Commissioner—Mack McCray _---_ 63 6 Commissioner—Christina L.Romelus Commissioner—Ty Penserga 6 6 VOTE 6 ATTEST: 70 71 7 73 Judith A.Pyle,CMC 74 City Clerk 75 76 (C orate Seal) 5:ICAlord' es\Pl 1R Cay- oe dwx Page 915 of 1 76 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 19-006 STAFF REPORT TO: Chair and Members Planning and Development Board THRU: Ed Breese Planning and Zoning Administrator FROM: Hanna Matras, Senior Planner DATE: March 21, 2019 PROJECT: Harbor Cay Townhomes LUAR 19-003 REQUEST: Approve Harbor Cay Townhomes Future Land Use Map Amendment from Special High Density Residential (SHDR) to Mixed Use Low (MXL) and Rezoning from IPUD, Infill Planned Unit Development, to MU-1, Mixed Use 1. PROJECT DESCRIPTION Property Owner/ Applicant United Developers Group, LLC/ Koba Koberidze Agent: Kirill Mushlin, Lyonsgate Realty, Inc. Location: 605 Lakeside Harbor Drive (east side of Federal Highway, approximately 175 feet north from Gateway Boulevard, see Exhibit "All) Existing Land Use/ Zoning: Special High Density Residential (SHDR)/ IPUD Infill Planned Unit Development Proposed Land Use/ Zoning: Mixed Use Low (MXL) / MU-1 Mixed Use 1 (Exhibits "B" and "C") Acreage: 1.43 acre Proposed Use: 18 townhomes Page 916 of 1076 Page 2 Harbor Cay Townhomes LUAR 19-003 Adjacent Uses: North: Developed multi-family residential property (Inlet Harbor Club), classified Recreational (R) and Medium Density Residential (MDR) and zoned Recreation (REC) and Multi-family Residential (R-3); South: Developed commercial property (Gateway Shell), classified Local Retail Commercial (LRC) and zoned Community Commercial (C- 3); to the southeast, developed single-family homes, classified Low Density Residential (LDR) and zoned R-1-AA, Single-family Residential; East: Developed and vacant single-family residential, classified Low Density Residential (LDR) and zoned Single-family Residential (R- 1-AA); and West: Right-of-way for Federal Highway; farther west right-of-way for the Florida East Coast (FEC) railroad. BACKGROUND The subject 1.43-acre property is located in the Federal Highway District (North) of the community Redevelopment Area (CRA). In 2006, it was approved for 23 fee-simple townhomes. The time extension for the site plan was granted twice but, ultimately, it expired in 2008 as the project encountered the real estate collapse and the onset of "Great Recession". The applicant is following the recommendation of the CRA Community Redevelopment Plan by requesting reclassification of the property to the Mixed Use Low (MXL)future land use category. Note that the proposed Mixed Use 1 zoning is the only zoning district corresponding to MXL in CRA-designated areas. The MXL classification allows for a maximum density of 20 dwelling units per acre (du/ac). The proposed major master plan/site plan modification (MSPM) features 18 townhomes with the resulting density of approximately 12.6 du/ac. The MSPM application is being processed concurrently with the application for FLU amendment and rezoning (see the staff report). REVIEW BASED ON CRITERIA The following criteria used to review Comprehensive Plan Map amendments and rezonings are listed in the Land Development Regulations, Chapter 2, Article II, Section 2.13 and Section 2.D.3- 2 Page 917 of 1076 Page 3 Harbor Cay Townhomes LUAR 19-003 a. Demonstration of Need. A demonstration of need may be based upon changing conditions that represent a demand for the proposed land use classification and zoning district. Appropriate data and analysis that adequately substantiates the need for the proposed land use amendment and rezoning must be provided within the application. The CRA Community Redevelopment Plan (the Plan) provides site-specific future land use recommendations for the entire CRA area. Consistently with the vision for economic revitalization embedded in the Plan, mixed use FLU categories are recommended for most areas close to downtown as well as for those along the major corridors. While the proposed project could be accommodated under the (existing) Special High Density future land use, the requested Mixed Use Low category is consistent with the Plan's recommendation for the subject site. Note that both categories feature the same density cap of 20 du/ac. b. Consistency. Whether the proposed Future Land Use Map amendment (FLUM) and rezoning would be consistent with the purpose and intent of, and promote, the applicable Comprehensive Plan policies, Redevelopment Plans, and Land Development Regulations. The CRA Community Redevelopment Plan is (by reference) a part of he Comprehensive Plan; consequently, the amendment that proposes to implement it is consistent with the latter. See also the explicit Policy 1.7.1 , and a similar Policy 1.9.1. Policy 1.7.1 The City shall follow the recommendations of the adopted Community Redevelopment Plan to the maximum extent feasible when reviewing development applications pertaining to property within the Community Redevelopment area. Policy 1.9.1 New development and redevelopment shall be consistent with the policies of the Future Land Use Element and conform to the Future Land Use Map or, if applicable, comply with the future land use recommendations of the CRA Community Redevelopment Plan and any future redevelopment plans. Moreover, a small infill project under consideration is clearly aligned with the intent of the Future Land Use Element's anti-sprawl objective and policies: Objective 1.8 The City shall discourage urban sprawl by continuing to promote a compact urban development pattern that provides opportunities to more efficiently use of infrastructure, land, and other resources and services. Policy 1.8.2 The City shall discourage urban sprawl by- 3 Page 918 of 1076 Page 4 Harbor Cay Townhomes LUAR 19-003 A. Continuing to promote compact developments within the City's utility service areas, while requiring the maximization of all public services for each development in the most cost effective manner possible; and B. Requiring, in all future development and redevelopment in the City, land use patterns that are non-strip in nature and demonstrate the ability to attract and encourage a functional mix of uses. Consistency with Land Development Regulations (LDR) The proposed master plan/site plan complies with the regulations and intent of the MU-1 zoning district. c. Land Use Pattern. Whether the proposed Future Land Use Map amendment(FLUM) and rezoning would be contrary to the established land use pattern, or would create an isolated zoning district or an isolated land use classification unrelated to adjacent and nearby classifications, or would constitute a grant of special privilege to an individual property owner as contrasted with the protection of the public welfare. This factor is not intended to exclude FLUM reclassifications and rezonings that would result in more desirable and sustainable growth for the community. The proposed FLU implements the CRA Plan recommendation. While the reclassification would temporarily create an "isolated zoning district," the Plan endorses the MXL future land use category for the area extending south from the subject property to Las Palmas Park and beyond, encompassing the Harbors PUD (fee-simple townhome project built in 2004 and unlikely to redevelop in the near future). The MXL classification is consistent with the Plan's vision of a commercial node on the intersection of Federal Highway and Gateway Boulevard, and, consistently with this vision, it is also recommended for lands fronting the south side of Gateway Boulevard between Federal Highway and NE 4st street. d. Sustainability. Whether the proposed Future Land Use Map amendment(FLUM) and rezoning would support the integration of a mix of land uses consistent with the Smart Growth or sustainability initiatives, with an emphasis on 1) complementary land uses,- 2) ses,2) access to alternative modes of transportation, and 3) interconnectivity within the project and between adjacent properties. The proposed FLUM amendment and rezoning does not meet the sustainability characteristics except for access to public transportation (the Palm Tran bus routes along Federal Highway and bus connectors to the Tri Rail station). e. Availability of Public Services / Infrastructure. All requests for Future Land Use Map amendments shall be reviewed for long-term capacity availability at the maximum intensity permitted under the requested land use classification. Water and Sewer. Long-term capacity availability for potable water and sewer for the 4 Page 919 of 1076 Page 5 Harbor Cay Townhomes LUAR 19-003 subject request has been confirmed by the Utilities Department. So/id Waste. Per the annual assessment issued on January 8, 2019, the Palm Beach County Solid Waste Authority (SWA) determined that sufficient disposal capacity will be available at the existing landfill through approximately the year 2049. Drainage. Drainage will be reviewed in detail as part of the site plan, land development, and building permit review processes. Trak. Traffic impact will be reviewed as part of the site plan. The School Capacity Availability Determination (SCAD) for PBC School District. The district's review of the SCAD letter submitted by the applicant concluded that ... ... ..... f. Compatibility. The application shall consider the following factors to determine compatibility. (1) Whether the proposed Future Land Use Map amendment (FLUM) and rezoning would be compatible with the current and future use of adjacent and nearby properties, or would negatively affect the property values of adjacent and nearby properties, and (2) Whether the proposed Future Land Use Map amendment (FLUM) and rezoning is of a scale which is reasonably related to the needs of the neighborhood and the City as a whole. See response to criteria "a", "b" and "c:" the proposed reclassification constitutes implementation of the CRA Plan, which envisions higher intensity development at, and in proximity to, the intersection of Federal Highway and Gateway Boulevard. During the Plan's development process, staff took into account the needs of the City and those of each of the Plan-defined districts, as well as the potential compatibility issues stemming from future land use recommendations. The Plan underwent an extensive public review, including public hearings, and the received input was duly considered prior to adoption. Clearly, due to the multiplicity of development scenarios—especially for mixed use FLU categories—compatiblity issues will arise and must be dealt with at a level of each individual project. Potential proximity of higher density mixed use projects to single-family neighborhoods is of particular concern. Staff will shortly take up a review of the Land Development Regulations with the objective of adressing remaining issues related to implementation of the CRA Plan. It will likely result in revisions to the residential compatiblity standards. The proposed FLU amendment and rezoning supports residential-only project, with the design sensitive to the presence of single-family homes east and southeast of the subject parcel. It is unlikely that the values of these homes will be negatively affected. As already 5 Page 920 of 1076 Page 6 Harbor Cay Townhomes LUAR 19-003 noted, the current FLU classification of the property, SHDR, has a maximum density of 20 du/acre, same as the proposed MXL. g. Direct Economic Development Benefits. For rezoning/FLUM amendments involving rezoning to a planned zoning district, the review shall consider the economic benefits of the proposed amendment, specifically, whether the proposal would: (1) Further implementation of the Economic Development (ED) Program,- (2) rogram,(2) Contribute to the enhancement and diversification of the City's tax base,- (3) ase,(3) Respond to the current market demand or community needs or provide services or retail choices not locally available,- (4) vailable,(4) Create new employment opportunities for the residents, with pay at or above the county average hourly wage,- (5) age,(5) Represent innovative methods/technologies, especially those promoting sustainability; (6) Be complementary to existing uses, thus fostering synergy effects, and (7) Alleviate blight/economic obsolescence of the subject area. Since the proposed FLU amendment/rezoning supports a residential project, the main economic development benefit of this action would be the project's contribution to the City's tax base. There is also a benefit of adding a for-sale product to the City's housing stock, with its fast growing number of rental apartments. h. Commercial and Industrial Land Supply,The review shall consider whether the proposed rezoning/FLUM amendment would reduce the amount of land available for commercial/industrial development. If such determination is made, the approval can be recommended under the following conditions: (1) The size, shape, and/or location of the property makes it unsuitable for commercial/industrial development, or (2) The proposed rezoning/FLUM amendment provides substantiated evidence of satisfying at least four of the Direct Economic Development Benefits listed in subparagraph "g"above, and (3) The proposed rezoning/FLUM amendment would result in comparable or higher employment numbers, building size and valuation than the potential of existing land use designation and/or rezoning. The requested MXL future land use category would not reduce the amount of land available for commercial/industrial development. It allows, but does not require, commercial uses; in the case under consideration, it would support residential-only project. As already noted, the existing FLU of SHDR does not allow commercial uses (with some exceptions for accessory uses and water-dependent uses in selected locations). 6 Page 921 of 1076 Page 7 Harbor Cay Townhomes LUAR 19-003 i. Alternative Sites. Whether there are adequate sites elsewhere in the City for the proposed use in zoning districts where such use is already allowed. The property's existing FLU would allow the proposed use; however, the requested amendment is desirable since it implements the CRA Plan with its attendant design standards. j. Master Plan and Site Plan Compliance with Land Development Regulations. When master plan and site plan review are required pursuant to Section 2.D.1.e above, both shall comply with the requirements of the respective zoning district regulations of Chapter 3, Article 111 and the site development standards of Chapter 4. For the site plan review, see the corresponding staff report. CONCLUSION/RECOMMENDATION As indicated herein, staff has reviewed the proposed FLU amendment and rezoning and determined that they satisfy the review criteria for the subject applications. Therefore, staff recommends approvals of the subject requests. S:\Planning\SHARED\WP\PROJECTS\Harbor Cay\LUAR 19-003\LUAR 19-003 Harbor Cay Townhomes Staff Report.docx 7 Page 922 of 1076 EXHIBIT A LOCATION MAP F S 4 Lakeside Harbou 4 �tv x � Js Las Palmas Park 4 - 1� t ll ' , q N 0 35 70 140 210 wE Fig% 923 of 1076 EXHIBIT B HARBOR CAY LUAR 19-003: FLU AMENDMENT SITE Lakeside Harbou proposed FLU: MXL Las-Palmas Park Gateway Blvd Z+ Harbors Way Legend LOW DENSITY RESIDENTIAL(LDR);7.5 D.U./Acre 3 MEDIUM DENSITY RESIDENTIAL(MEDR);11 D.U./Acre SPECIAL HIGH DENSITY RESIDENTIAL(SHDR); 20 D.U./Acre' 1 LOCAL RETAIL COMMERCIAL(LRC) RECREATIONAL(R) MIXED USE LOW(MXL); 20 D.U./Acre N 0 35 70 140 210 wTE Fig% 9246f 1076 EXHIBIT C HARBOR CAY LUAR 19-003: REZONING ;Legend R1 AA Single Family,5.5 du/ac 's +, �! R1A Single Family,6 du/ac R3 Multi Family, 11 du/ac e0 PUD Planned Unit Development ' © IPUD Infill Planned Unit Development y,0 C2 Neighborhood Commercial ti C3 Community Commercial C4 General Commercial 0 MU-1 Mixed Use 1,20 du/ac �' + REC Recreation �+ �} Lakeside Harbou roposed zoning MU-1 Las-Palmas Park - r Gateway Blvd Z+ s ;� :�IIIIIIIIIIII�y r„ II Z �v H I It I t. 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PUBLIC HEARING 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve Harbor Cay Townhomes Major Site Plan Modification (MSPM 19-003) to construct 18 townhomes and related site improvements at a density of 12.6 dwelling units per acre on 1.43 acres located at 605 Lakeside Harbor in the Mixed Use-1 (MU-1) zoning district. Applicant: United Developers Group, LLC. (Tabled to May 7, 2019) EXPLANATION OF REQUEST: Mr. Kevin Mushlin, agent for United Developers Group, LLC is proposing a major site plan modification for 18 dwelling units (3-story townhomes) consisting of five (5) buildings with three (3) to four (4) units per building. Each unit has 3 bedrooms ranging in size from 2,186 square feet to 2,310 square feet of air-conditioned space. The total gross building square footage (including exterior patios and balconies) ranges from 2,805 square feet to 3,569 square feet per unit. Owners of units within Buildings 3 and 4 would have an option for a private swimming pool to the rear of their unit. Related site improvements include a community swimming pool, cabana restrooms, a passive recreation/open space area, and lighted guest parking. The applicant is concurrently requesting to reclassify the property from Special High Density Residential (SHDR 20 du/ac) future land use to Mixed Use Low(MXL 20 du/ac), and rezone the property from the IPUD (Infill Planned Unit Development) zoning district to MU-1 (Mixed Use 1). Therefore, approval of this project is contingent upon the approval of the corresponding requests for future land use amendment and rezoning (LUAR 19-003). The Planning & Development Board reviewed the item at its March 25th meeting and forwards it with a recommendation of denial. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? No significant impact on either programs or services. FISCAL IMPACT: The fiscal impact of the proposal is represented by the fees associated with development approval, and the ultimate increase in property value and tax base from the new residential construction. ALTERNATIVES: None recommended STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A Page 926 of 1076 CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: N/A Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Staff Report Harbor Cay Staff Report (MSPM 19-003) D Location Map Exhibit A- Location Map D Exhibit Exhibit B - Survey D Drawings Harbor Cay Townhome Plans D Other Parking Demand Study D Conditions of Approval Exhibit C - Post P&D Conditions of Approval D Development Order Development Order D Other Final Judgement Page 927 of 1076 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 19-010 STAFF REPORT TO: Chair and Members Planning & Development Board and City Commission THRU: Ed Breese WC�2 Planning and Zo i�2 ng Administrator FROM: Kathleen Hatcher YR Senior Planner DATE: March 19, 2019 PROJECT NAME/NO: Harbor Cay/MSPM 19-003 REQUEST: Major Site Plan Modification PROJECT DESCRIPTION Property Owner: United Developers Group, LLC Applicant: Mr. Koba Koberidze, Managing Member, United Developers Group, LLC Agent: Mr. Kirill (Kevin) Mushlin, Managing Member, United Developers Group Location: 605 Lakeside Harbour(see Exhibit"A"— Location Map) PCN: 08-43-45-15-03000-0022 Existing Land Use: Special High Density Residential (SHDR -20 dwelling units per acre) Existing Zoning: Infill Planned Unit Development(IPUD) Proposed Land Use: Mixed Use Low(MXL -20 dwelling units per acre) Proposed Zoning: Mixed Use 1 (MU-1) Proposed Use: 18 townhouse units at 12.6 dwelling units per acre Acreage: 1.429 acres (62,256 square feet) Adjacent Uses: North: To the north is developed multi-family residential property (inlet Harbor Club), classified Recreational (R) and High Density Residential (HDR) land use and zoned Recreation(REC)and Multi-family Residential(R-3); South: To the south is developed commercial property(Gateway Shell),classified Local Retail Commercial (LRC) land use and zoned Community Commercial(C-3);to the southeast is developed single-family residential, Page 928 of 1076 Staff Report—Harbor Cay(K8SPMiW-O03) Memorandum NoPZ1Q-010 Page classified Low Density Residential (LQR) and zoned Single-family Residential (R-1-AA); ` '' East: Tothe east iedeveloped and vacant single-family residential, classified Low Density Residential(LDR)and zoned Single-family Residential(R-1- AA); and West: RigforFedera| Highway,then farthGrwestishgforthe Florida East Coast/FEC\ railroad. PROPERTY OWNER NOTIFICATION Owners ofproperties within 4OOfeet ofthe subject site plan were mailed anotice ofthis request and its respective hearing dates. The applicant certifies that they posted signage and nnmi|ad notices in accordance with Ordinance No. O4'OO7and Ordinance No. 05-004. Site: The subject property is e 1.429-acre parcel on the east side of Federal Highway, approximately 1OOfeet north ofGateway Boulevard. The subject property imlocated within the Federal Highway District of the Community Redevelopment Agency area and is currently developed with a vacated single-family residence built in 1959. Lakeside Harbor [)hve, a private right'Of+mGy, outs through the center ofthe subject property in order to provide perpetual access 0othe existing homes ofthe Sam Brown Jr. subdivision bothe east. Atwo/3\-inchpotable water line and a gravity sanitary sewer main are located within this east-west righ1-of- vmy.The survey shows that asecurity gate across Lakeside Harbor [)rive is currently located adjacent to the east property line of the subject property for restricted access to the ten (1O)single-family residential lots 0othe east. BACKGROUND In 2006 a change to the future land use and zoning of the subject property was approved (LUAR 06-009)from LRC(Local Retail Commercial)and LDR(Low Density Residential)to SHDF{ (Special High Density Residential, nnoxinnurn 20 units per acre) and from C-3 (Community Commercial) and R1AA (SinA|e-Fanni|y Residential) to IPU[) (Infill Planned Unit Development)for aproject thatvvaaa|aVhnowneaHorhourCey. Thepreviousp ject was approved for 23fee-simple tovvnhomnes atadensity of10.O0dwelling units per acre. Shortly thereafter, the economic downturn greatly diminished the ability tUobtain funding for the project. The site plan approval was extended twice/SPTEO7-0O6, 8PTE08-OD7\ 0mMay 2. 2OO9. however the site plan expired prior tgthe issuance ofebuilding permit. The subject property was eventually sold toUnited Developer's Group, LLC in May,2018. Proposal: Mr. Kevin Muoh|in. agent for United Developers Group, LLC isproposing amajor sitep|an modification for 18 b»vxnhmuae unite. The applicant is simultaneously requesting to reclassify the future land use from(GHQR)Special High Density Residential(2Odu/ao)Un K8XL(Mixed Use LVvv.\ and rezone from |PUC) (Infill Planned Unit Development)toMU-1 (Mixed Use 1). Consistent with the vision for economic revitalization within the CRA Plan, mixed use FLU categories are recommended for most areas close todowntown aswell ae for those along the major corridors in the CRA. Thenafona, approval of this project is contingent upon the approval of the corresponding request for land use change and nezoning /LUAR 19-003\ Under the proposed K8XL |and use category, the maximum allowable density is also 20 dwelling units per acre, which would allow upio 28 dwelling Page 929Of1076 Staff Report—Harbor Cay(MSPM 19-003) Memorandum No PZ 19-010 Page 3 units on this particular site. However, the project proposes a total of 18 dwelling units, which equals a density of 12.59 dwelling units per acre. Townhouses are permitted uses in the requested MU-1 zoning district. ANALYSIS Traffic: In November, 2018 a traffic impact statement was sent to the Palm Beach County Traffic Division for concurrency review in order to ensure that an adequate level of service exists to serve the subject project. Palm Beach County Traffic Division determined that the proposed redevelopment project does not have significant peak hour traffic impact and therefore meets the Traffic Performance Standards of Palm Beach County. The County approval was based on the previously proposed 21 townhouse units,which would generate 130 new daily trips (14 a.m. peak hour and 15 p.m. peak hour trips). Prior to a building permit for the project the applicant will be required to obtain a revised approval from the County based on the reduced number of units (see Exhibit"C"-Conditions of Approval). The traffic concurrency approval is subject to the Project Aggregation Rules set forth in the Traffic Performance Standards Ordinance and no building permits are to be issued after the build-out date of 2023. It should be noted that Lakeside Harbor Drive would remain as a private right-of-way for perpetual use by property owners with lots fronting this street. Schools: The Palm Beach County School District has reviewed this project for a School Capacity Availability Determination (SCAD) based on the 18 dwelling units proposed. The Determination states there will be no negative impact on area schools from this project since the schools have adequate capacity to accommodate the potential public school students who will reside in the proposed dwelling units with their families. The Concurrency Determination is valid for one (1)year from the date of issuance and would continue to be valid for the life of the development order. Police/ Fire: Staff reviewed the master plan/site plan and determined that current staffing levels would be sufficient to meet the expected demand for services. Utilities: The City's water capacity would meet the projected potable water for this project. Sufficient sanitary sewer and wastewater treatment capacity is also currently available to serve the project, subject to the applicant making a firm reservation of capacity, following site plan approval. Solid Waste disposal capacity has been evidenced through the issuance of a certificate of availability by Palm Beach County Solid Waste Authority. Drainage: Conceptual drainage information was provided for the City's review. The Engineering Division has found the conceptual information to be adequate and is recommending that the review of specific drainage solutions be deferred until time of permit review. All South Florida Water Management District permits and other drainage related permits must be submitted at time of building permit(see Exhibit"C"- Conditions of Approval). Access: The site plan shows that the project would have a one (1) point of ingress/egress along Federal Highway, utilizing a right-in, right-out turn at the existing Lakeside Harbor Drive, a 22-foot wide easement road that will be privately maintained by the Harbor Cay Condominium Association. Lakeside Harbor Drive would still provide perpetual access to the existing homes of the Sam Brown Jr. Hypoluxo subdivision to the east. The applicant has proposed to resurface the entire length of Lakeside Harbor Drive(approximately 770 linear feet)for the adjacent subdivision. Page 930 of 1076 Staff Report— Harbor Cay(MSPM 19-003) Memorandum No PZ 19-010 Page 4 Circulation: The street system which provides primary vehicular circulation internal to the development consists of Harbor Cay Drive, located both north and south of Lakeside Harbor Drive. The two-way streets internal to the development will be a privately-owned street to be maintained by the Condominium Association and provide primary vehicular circulation internal to the development. The internal circulation streets form a loop with the only garage access for the townhouse residents from the internal streets (Harbor Cay Drive). Pedestrian circulation is separated from the roadways, reducing potential conflicts with vehicular circulation. Sidewalks are proposed separately from the street system to ensure the safety of each pedestrian. Due to site constraints, a dumpster is not proposed, and trash pickup will be from roll-out containers. Parking: The site plan shows that each unit would have a two(2)-car garage,which would equate to providing 36 parking spaces, and also 15 guest parking spaces are proposed on site. A total of 51 parking spaces, including one handicap-accessible space are provided. Based on recently approved modifications to parking requirements(Ord. 19-006 approved 2/5/19), planned developments with attached single-family units may submit a professional parking study which provides justification for reduced parking during the development review process. The applicant has submitted a Parking Demand Study by Shaun G. MacKenzie of MacKenzie Engineering and Planning Inc. which recommends a conservative parking rate of 2.38 parking spaces per dwelling unit,for a total of 43 spaces. A total of 51 spaces are provided consisting of 36 garage and 15 guest spaces. Staff is in agreement with the parking study. The condominium by-laws will require garages to be used solely for vehicle parking for compliance with parking requirements, and for parking in designated parking spaces only, since there is no driveway parking in front of the garages (see Exhibit"C"— Conditions of Approval). Buildings: The 18 dwelling units are proposed within five (5) separate buildings on the 1.429-acre site. Buildings 1 - 3 would each contain four (4) units, and Buildings 4 - 5 would each contain three (3) units. All units are three (3)-story and include three (3)-bedrooms, a bonus room, two (2) full bathrooms, two (2) half bathrooms, two (2)-car garages, and exterior patios, and balconies. The floor plans for units range from 2,186 square feet to 2,310 square feet of air-conditioned space. The total gross building square footage (including exterior patios and balconies) ranges from 2,805 square feet to 3,569 square feet per unit. Owners of units within Buildings 3 and 4 have an option for a private swimming pool to the rear of their unit. No future modifications to patios, porches, or balconies(such as increase in size, enclosed, or screened)are allowed(see Exhibit"C"— Conditions of Approval). Setbacks: The proposed perimeter building setbacks are consistent with other similar developments along the Federal Highway Corridor and comply with the MU-1 zoning district requirements. A 25 foot rear building setback is provided for buildings adjacent to an abutting single- family residence to the east. These building setbacks have been provided for compatibility purposes,as this project represents a transition from the detached single-family residences to the east. Setbacks around the perimeter of the development are intended to accommodate privacy fencing, landscape buffers, as well as to provide some common area for the enjoyment of the respective residents. Height: All proposed buildings comply with the height requirements of the Land Development Regulations. The MU-1 zoning district requires a minimum building height of 30 feet and Page 931 of 1076 Staff Report—Harbor Cay(MSPM 19-003) Memorandum No PZ 19-010 Page 5 allows buildings to reach a maximum height of 45 feet. The building elevations indicate the townhouse buildings would be three(3)stories in height,with a maximum building height of 35 feet measured from street level to the mean height of the highest pitched roof. Design: The proposed townhouse buildings have a coastal / contemporary design with neutral colors throughout. Accents on all buildings include the following: decorative columns, quoins, covered porches, Bahama shutters, cast stone window sills and pilasters; wood brackets, headers, and outriggers,stone veneer,decorative balcony railing, metal roof,and decorative garage doors. The project proposes buildings consisting of the following Sherwin Williams paints: Color code Paint Name Calor Location SW 7572 Lotus Pod Light Beige Columns, window trim SW 7551 Greek Villa Cream Body walls, balcony railing SW 6041 Otter Dark Brown Garage doors, shutters, corbels Golden Honey Light Beige Garage trim, side elevations W72 Terra Cotta Terra Cotta Metal Roof The applicant has worked with staff to reduce potential impacts (density, intensity, massing)of the development on the adjacent single-family residential development to the east and south. Horizontal and vertical articulation is maximized by varying roof lines. Similar to other recently approved townhouse projects, the rear elevations of buildings visible from Federal Highway are designed to appear as having similar windows and doors to appear more as front elevations. The rear of units in Buildings 1 and 2 are designed to allow residents to access and engage the main streets. Amenities: A variety of amenities for the residents and their guests are required, and are to be centrally located within the development. The recreational amenity area would include a community swimming pool, cabana with restrooms, a shaded BBQ area, and open space area. On the north side of the project between Buildings 2 and 3 is a 600 square foot community pool with a 229 square foot restroom/cabana and six(6)guest parking spaces, including one(1)handicap-accessible space. The one-story cabana building is designed to match the architecture and building materials of the townhouse buildings. The proposed community pool would abut open space to the north and have a decorative paver deck around it and planted areas. The five(5)foot safety fencing around the pool is consistent with the aluminum rail picket fencing proposed throughoutthe project. On the south side of the project south of Building 4 is a passive recreation area with a BBQ grill, four (4) benches, and trash receptacles. A mail kiosk with two (2)parking spaces and a covered bike rack are proposed on the east side of Building 5 near the park, and seven (7) additional guest parking spaces are proposed between Buildings 1 and 4. Landscape: The landscape plan provides a complimentary mix of trees and palms with right-of-way landscape strips, perimeter buffers, landscape islands in parking areas, and foundation plantings around the townhouse buildings. All trees would be the required minimum of four (4) caliper inches at time of planting, with the exception of perimeter trees located within FP&L easements. Trees and palms proposed around the foundation of the townhouse buildings would be installed at one-half the height of the building per the Land Development Regulations. All common areas would be under the control of the Page 932 of 1076 Staff Report.®Harbor Cay(MSPM 19-003) Memorandum No PZ 19-010 Page 6 Condominium Association to ensure proper maintenance of all the common landscaped areas. A decorative aluminum rail fence is proposed along the north and south sides of the site due to easement locations. Where there are no utility easements along the east side of the site, abutting single-family zoned properties, a six(6)foot masonry buffer wall will be required (see Exhibit"C"—Conditions of Approval). Proposed plant material is limited by the landscape code to native and drought tolerant species with low to medium water needs(waterwise Florida-friendly plants). Tree species would include the following: Orange Geiger, White Geiger, Eagleston Holly, and Ylang- Ylang trees. Palm species would include the Sylvester, Alexander, Washington, Christmas, Florida Thatch, and Lady palms. A variety of colorful shrubs and groundcover are proposed including Dwarf Firebush, Red-tip Cocoplum, Curly Boy Red Croton, Purple Queen, and Indian Hawthorne. Project compatibility is judged on howwell the proposed development fits within the context of the neighborhood and abutting properties. Overhead wires are located above the entire west, north, and south property lines so the choice and quantity of landscape material is limited due to FP&L Right Tree/Right Place planting requirements. Orange Geiger and White Geiger trees were chosen because they are small-growing and would not conflict with the overhead FP&L power lines. The applicant is proposing a dense planting at an installed height of six (6) feet where the subject property abuts single-family residential zoning. The code limits the use of sod to larger open spaces for passive or active recreation purposes, as well as swales, water detention and retention areas, in an effort to reduce water consumption.There are sodded areas designated as passive recreation,and others as dog walk areas. The Comprehensive Plan requires the conservation of potable water and specifically that potable water not be used for landscape irrigation where other sources are readily available. However, it is likely that well water cannot be utilized for this particular project due to the saltwater intrusion that occurs near the coast,especially in areas east of Federal Highway. A water-use permit from the South Florida Water Management District is required for an irrigation system that utilizes water from a well or body of water as its source. A note on the landscape plan indicates that the irrigation source is to be potable water unless grey re-use water is available. An irrigation plan shall be required at the time of permitting. Lighting: The site plan shows the location of the light poles but the photometric plans were not included within this submittal. At the time of permitting, the photometric plan must demonstrate that lighting levels will be adequate and not "spill' over onto adjacent properties or interfere with mature landscaping (see Exhibit"C"—Conditions of Approval). Signage: No signage is shown or proposed at this time, other than the building numbers. Public The Art in Public Places ordinance requires all development, redevelopment, reconstruction, or remodeling that has a construction value of $250,000 or greater to participate in the program. A completed application was submitted forArt in Public Places, with no known art description at this time. The budget for the art component of the project is estimated to be 35,000.00 and the Applicant may elect to pay the public art fee in lieu of Page 933 of 1076 Staff Report—Harbor Cay(MSP 19-003) Memorandum No PZ 19-010 Page 7 placing public art in the project. The proposed plans indicate a public art location designated on the north side of Lakeside Harbor Drive near guest parking. The type of art is subject to approval by the Arts Commission. RECOMMENDATION: Staff has reviewed this request for a major site plan modification approval and is recommending approval, contingent upon the approval of the requested land use amendment / rezoning (LUAR 19-003), and subject to satisfying all comments indicated in Exhibit "C" — Conditions of Approval. Any additional conditions recommended by the Board or City Commission shall be documented accordingly in the Conditions of Approval. 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February 4, 201 9 f ° City of'1:3oyntun Beach x I)evelopment Departn'tent Planning, & Zoning, Division 3301 Quantum Boulevard Boynion Beach. Florida -33425-03 10 Re: 1-larbor Cay L-ow nhornes— Parking I)emand Study MacKenzie Engineering, and Planning. Inc. (M1:;P) prepared this Parkin- Dernand Study for the proposed construction of 18 townhome Units. The site consists of'1.43) acres located at 605 Lakeside Ilarbor I)r-ive in Boynton Beach. Florida (PCN 08-43-45- 5-03-000.0022}. 4 INN 0B S/SCI X11 770AIS On Thursday. January 24 and Saturday. .ianuary 26, 2019 1`E11'.P collected parking data at three (3) similar tok"r7hott1e comn1unities: a XA`atersedge - 602 NLE', 20th Ln. Boynton Beach. FL.., 33435 -42 units Village of'Ocean Ridge - 5000 Old Ocean Blvd. Ocean Ridge. FL 33435 - 26 units a Polo Ridge - 3960 N Ocean Blvd ARY 7, Gulf Strearn. FL.. 33483 - 8 Units Weekday Parking Demand Name Dwelling Units Parked Vehicles Parking Retia Watersedg _ 42 63 1. Villas of ocean Ridge 26 - 24 6 g2 Polo Ridge* 6 19 233 ca1� 76 106 _. ... 1,39 Weekend Parking Demand Name Dwelling Units Parked Vehicles Parking Ratio Watersedge 42 66 1.57 Villas of Ocean Ridge 26 - 23 0,88 Polo Ridge* .. _3 '19 2.38 Total 76 '108 1 A2 Page 971 of 1076 I rarhnr 'I ov nhomos.Tau%ntnn Reach.Parking Analcsis.Page 2 *Polo Ridge has attached closed garages. Therefore, the garages were considered full for the purpose Of counting vehicles to provide a conservative analysis. Only 3 0l' the potential guest/extra parking stalls were occupied. The average weekday and weekend parking,rates lortov,nhorne units is 1.39 and 1.42 parking spaces per unit. respectively. COMPA RLSON MEP performed a review the parking demand data published by the Institute of"transportation Engineers (ITEC) and the Urban l..,and Institute (111...1). Institute of Transportation Engineers ITE re,ort Pm'king Generation 4111 Edition The Parking Demand using data published in the Institute of'T'ransportation Engineers (1,11) report,Pw,king Generation (4"'Edition) for 18 townhome units is 1.38 parkhw, spaces per unit or 25 spaces. Urban Land Institute's QJLI Manual Shared Parking. Second Edition The parking demand using data published in the Urban Land Institute's (ULA) Manual Shctr•ed Parking, (2"'Edition! recommends 1.7 spaces per dwelling unit for resident parking and 0.1-, spaces per dwelling unit far guest parking. 'T'he parking,demand for 18 townhome units is 1.85 parking spaces per unit or 34 spaces. RECOMMENDA TION The average parking rate for townhome units is l.42 parking spaces per unit. Applying a ten percent buffer to the average parking demand is 29 spaces. Applying ULl's parking recommended parking. the site requires 34 spaces total and a minimum of•3 guest spaces. Using the most conservative observed parking scenario of'2.38 spaces per d�Nelling unit, the site requires 4 i parking; spaces, 36 garage spaces and 7 guest spaces. Based on our observations and because the parking for each home/garage will he private and not shared, we recommend the most conservative scenario. NNhich requires a minimum 36 garage spaces and 7 guest parking spaces. Page 972 of 1076 r:;i"� •r'ux•. r'}.•aetnn;..4�F= f Iarhm Cad I ownhomes,Rocnton Rcach.Purring AnalYsis.Page CONCLUSION MacKenzie Engineering and Planning, Inc. (MCP) prepared this Parking Demand Study for the proposed construction of,18 townhome units. The site consists of 1.43 acres located at 605 I..,akeside Harbor Drive in Boynton Beach. Florida(PCN 08-43-45-15-03-000-0022), In accordance with the City of Boynton Beach LDR 4.V.3.C'. Shared Parking, MEI' recommends a conservative parking rate(:)1'2.38 spaces per dwelling unit. The parking demand is 43 spaces. The 2.38 spaces per dwelling unit is fig percent greater than the average observed parking rate and 29 and 72 percent higher than the 1JLI and ITE parking rates, respectively, resulting in a conservative analysis. Digitally signed by Shaun G MacKenzie Date: 2019.02.05 10:11 :19 -05'00' Shaun G. MacKenzie P.E. PF Number 61751 1173110(, Fehruaix•21119 c MacKenzie Fnlmccnug and Plarmm .Inc. Ca 2 00 13 Page 973 of 1076 7 ry�Iyy 01111 lead Use Weekday weekend Unit Sourcevisitor rutzs3t r Ars., al • Jf3i, G t :�.-t'f' ,d.., ...u. ,... oZ7 #f.,$y t. .l..'•.` Slid We,i�i�r�I'fr'ri[ hh EE tt f��iPi^^'al1 f11L9R LO tt ®, tl.a 10'a �.t35�ea14P¢I[l�f t,�Elf i�5 '�Ft P'4 v � r! _ ..ae.. x, _. ZIP. .t„5 t1T 4"!t _ ,1.~r,�a a(},.�r t if,aar iif^.b+"a;fs r-:`i # a Office>500 u. S's.tt, HOW, StsulCes: Page 974 of 1076 oe, Lricakflorc., Suburbaun; P�,i kid Number o'S t i Average Size of '.3t,,,jdv Site,a IfOAmvolkin imitj -'R Averaq eak oriod Pai kjrq Dc�mkarul 1 .. ......... s=an drafnTE71, .. ......... ......... Coefficient of V,,katjoni . . .......... A, 135th percentik" nq 33rd Percentilc', Owl c;,n a 600 A �p 500 .0 400 300 200 �A 100 I)OU "'OC) 4111"')o 500 01 100 Av,,,raqr,Rate, Page 975 of 1076 d 4- o cr M00 ;;rc—j CWS N 0 M 8'0l f, v �y a °' N °' N i Tyfl I Q9 (11 UD no m N to S P`" ° 0 0 A N 80 01 P® 80 00 N l J W 'r' cn m m tw U) oo mIQ, O N si �t m dJ Q9 tw OD Ln 00 0.° m 01 CL -12 u CL7 M d1 t� dYC M QJ M > a) LL s' Qj ai b.0 .i S V) e s u 1 OJ N lC5 lP1 — :,— N l,O C,C9 LU m - d" N00 1'r w c OQ R CD i -Ile � � #� Q) 0i bo W CL as cc +� M ze LA Ln 4-J `. � 0 bD -00 U Q3 4-J Zn� o -�_ �; i 4-J a) LnC� L p 0 its ro 4- _ Page 977 of 1076 dam- a 00 CP ri 0 t l rn N MY r ¢ } k „r r4dJ cN rmy _ >{ '. i 9ht r-R ry mono,` Q—VfLO a tsA bA CD An 1�4191 CD i u � N Nb 0 C_ tw pry I =bD 'L') ppryry Ci 4Jr4ri C 6J Lu fm 0- CCL w 0 cc bb to c two is co all Q u u l� �100 cra ra I bD cu 00e CL tio on 0 ad u co 4+-J OJ 4— tv) co C 2 t� 41 � 04 V A Page 978 of 1076 ;,i}d� fi tY�t -.i�r 9sc�� `�� t 7 t1` CN 00 [GC� C'40 N ® m N N 0) V m + r Q® r-A 00 m %g ' O F P9 0 0 ° >� 00 m lJ t m m wm m tio u, 00 m C7 N a--i -� 14 N r9 ,u m its m m ajtw cL � ca ht Ln u m rn a m 0) ®a kD14 LD N q 'D C: Mai co C. > a di o c U-) c Ln 0 rj 00 r-N N a) au i as to_ e u a) �s � 4- T 0 0 r-� rA N m Page 979 of 1076 The City ofBoynton Beach Exhibit "C" — CONDITIONS OF APPROVAL DEVELOPMENT]DEPARTMENT PLANNING&ZONING DIVISON Project Name: Harbor Cay 3301 Quantum Blvd. P.O. Box 310 File number: MSPM 19-003 Boynton Beach, Florida 33425-0310 Reference: Plans P&Z Date Stamp 02/12/19 TEL: 561-742-6260 ENGINEERING / UTILITIES/PUBLIC WORKS DEPARTMENT INCLUDE REJECT 1 This site will be required to store the 100 year 3-day storm event. Revise plans at time of permitting to comply with this condition. 2. It is anticipated that owners will attempt to park their vehicles outside their homes and obstruct the travel lanes. At time of permitting, submit the COA by-laws which state parking of residents and their guest shall be inside the garage or in a designated parking space. 3. Conceptual drainage information was provided for the City's review. The Engineering Division has found the conceptual information to be adequate and is recommending that the review of specific drainage solutions be deferred until time of permit review. All South Florida Water Management District permits and other drainage related permits must be submitted at time of building permit. 4. At time of permitting, cross-sections are required at each property line to determine the ability of the items to be built as located on the plan. 5. It appears there are some historical flows from the property to the south that shall be required to be addressed at time of permitting. 6. Residents shall be required in the COA by-laws to place the green trash bins on the sidewalk fronting the private road. 7. Water and sewer lines to be owned and operated by the City shall be included within 12 feet minimum utility easements in accordance with the 2010 LDR, Chapter 4, Article VIII, Section 3.13.4. The easements shall be dedicated via separate instrument to the City as stated in the Code of Ordinances, Section 26-33(e). 8. All utility easements and utility lines shall be shown on the site plan and landscape plans (as well as the Water and Sewer Plans) so that we may determine which appurtenances, trees or shrubbery may interfere with utilities. In general, palm trees will be the only tree species allowed within utility easements. Canopy trees may be planted outside of the easement so that roots and branches will not impact those utilities within the easement in the foreseeable future. The LDR, Chapter 7.5, and Article 1, Section 18.1 gives public utilities the authority to remove any trees that may interfere with utility services, either in utility easement or public rights-of-way. Page 980 of 1076 The City of Boynton Beach Exhibit "C" — CONDITIONS OF APPROVAL DEVELOPMENT[DEPARTMENT PLANNING&ZONING DIVISON Project Name: Harbor Cay 3301 Quantum Blvd. P.O. Box 310 File number: MSPM 19-003 Boynton Beach,Florida 33425-0310 Reference: Plans P&Z Date Stamp 02/12/19 TEL: 561-742-6260 PLANNING DEPARTMENT INCLUDE REJECT 9. Approval of this project is contingent upon the approval of the accompanying requests for land use amendment and rezoning (LUAR 19-003). 10. An irrigation plan is required to be submitted and approved prior to the issuance of a permit for this project. 11. At time of permitting, submit a revised photometrics plan drawn to same scale as enlarged site plans (1" = 10') for legibility, and includes spot readings throughout the residential development, with no spot readings in excess of 5.9 footcandles for all site lighting including freestanding poles, all lighting fixtures on exterior of all buildings, and landscaping and signage uplighting. 12. At time of permitting, submit a revised photometrics plan that includes an elevation drawing of a typical freestanding outdoor lighting pole (indicating height from grade to top). The typical drawing of the freestanding outdoor lighting poles must include the color and material, and the light fixture specifications. 13. At time of permitting, submit a revised photometrics plan that includes photos and specifications for all wall mounted light fixtures proposed. 14. At time of permitting, submit a revised photometrics plan that includes all of the following notes: • The design, style, and illumination level shall be compatible with the building design (height) and shall consider safety, function, and aesthetic value. • A minimum average light level of one (1) foot candle shall be provided, with no more than 10% of the spot readings below foot candle. /2 one (1)foot candle and none below 1 • Lighting shall not be of an intensity that produces glare on adjacent property. • Feature lighting emphasizing plants, trees, barriers, entrances, and exits is encouraged. • Indicate light fixture will provide lighting in the warm white range. 15. In order to ensure proper maintenance of the buffer areas, staff recommends converting them from private property to "buffer tracts" that would be common area owned and maintained by the Condominium Association. 16. Where there are no utility easements along the east side of the site abutting single-family residential zoning, a six (6) foot masonry buffer wall shall be required and shall comply with the design standards of the LDR. 2 Page 981 of 1076 The City ofBoynton Beach Exhibit "C" – CONDITIONS OF APPROVAL DEVELOPMENTDEPARTMENT PLANNING&ZONING DIVISON Project Name: Harbor Cay 3301 Quantum Blvd. P.O. Box 310 File number: MSPM 19-003 Boynton Beach, Florida 33425-0310 Reference: Plans P&Z Date Stamp 02/12/19 TEL: 561-742-6260 17. Two (2) parking spaces are required for each townhouse unit, and a 2- car garage is provided for each unit. To ensure sufficient parking remains, each garage shall be used only for parking, not storage or other purposes. The Harbor Cay Condominium Association shall incorporate this restriction into their bylaws. 18. No future modifications to patios, porches, or balconies (such as increase in size, enclosed, or screened) shall be allowed. This restriction should be included in the Condominium by-laws. 19. At time of permitting, ensure that the locations of all freestanding light poles are indicated on landscape plan and consistent with photometrics plan, and that they are not located too close to landscaping when it becomes mature. 20. At time of permitting, submit a copy of the recorded by-laws of the Condominium Association. 21. At time of permitting, submit a revised approval from PBC Traffic Engineering with the corrected number of dwelling units (18). FIRE DEPARTMENT INCLUDE REJECT No comments. POLICE DEPARTMENT INCLUDE REJECT Previous comments addressed at DART. .............. I — BUILDING DEPARTMENT INCLUDE REJECT Previous comments addressed at DART. CRA COMMENTS INCLUDE REJECT Previous comments addressed at DART. PLANNING AND DEVELOPMENT BOARD INCLUDE REJECT No additional conditions. CITY COMMISSION INCLUDE REJECT To be determined. 3 Page 982 of 1076 The City ofBoynton Beach Exhibit "C" — CONDITIONS OF APPROVAL DEVELOPMENTDEPARTMENT PLANNING&ZONING DIVISON Project Name: Harbor Cay 3301 Quantum Blvd. P.O. Box 310 File number: MSPM 19-003 Boynton Beach,Florida 33425-0310 Reference: Plans P&Z Date Stamp 02/12/19 TEL: 561-742-6260 ADDITIONAL REPRESENTATION I COMMITMENTS INCLUDE REJECT The applicant or applicant's representatives made the following representations and commitments during the quasi-judicial and/or public hearings that now constitute binding obligations of the applicant. The obligations have the same weight as other conditions of approval. 22. The applicant has offered to re-pave the entire length of Lakeside Harbor Drive for the adjacent neighborhood. Page 983 of 1076 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: Harbor Cay Townhomes (MSPM 19-003) APPLICANT: Mr. Koba Koberidze, Managing Member, United Developers Group, LLC APPLICANT'S ADDRESS: 5301 N Federal Hwy, Suite 380-11, Boca Raton, FL 33487 DATES OF HEARING RATIFICATION BEFORE CITY COMMISSION: May 7, 2019 APPROVAL SOUGHT: Request for Major Site Plan modification approval to construct 18 three-story townhome dwelling units consisting of five (5) buildings, and related site improvements, in the MU-1 (Mixed Use 1) zoning district. LOCATION OF PROPERTY: 605 Lakeside Harbor Drive DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER was presented to the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the approval sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: 1. Application for the approval sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant _ HAS HAS NOT established by substantial competent evidence a basis for the approval requested. 3. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included." 4. The Applicant's request is hereby _ GRANTED subject to the conditions referenced in paragraph 3 above. DENIED 5. This Order shall take effect immediately upon issuance by the City Clerk. 6. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other: DATED: City Clerk S:\Planning\SHARED\WP\PROJECTS\Harbor Cay\MSPM19-003\DO.doc Page 984 of 1076 C4 F Z NOTICE OF FILING C: FINAL JUDGMENTS PURSUANT TO STIPULATIONS FOR SETTLEMENTS oa r.3 RELATING TO EASEMENT AND CONTRACT RECORDED IN O.R. BOOK 824, PAGE 26, PUBLIC RECORDS OF PALM BEACH COUNTY,FLORIDAM ca insettlement, HEREBY GIVEN of the recording of two Final Judgments Pursuant to A CF 0 a Stipulboth dated February 2, 2006, relating to that certain Easement and z,0 � 0 Contrer 10, 1947, recorded in Official Records Book 824, Page 26, of the PublicRecorch County,Florida, as follows: r- 0 0 m m WHEREA0-2, ober, 1947,the owners of the properties located on each side of what is m OD 01 now Lakeside Harbv Boynton Beach,Florida,decided to create a"roadway for themselves, OF Is, their heirs,executors,atthe ors, assigns and successors in title ..." WHEREAS,thowners properly executed an Easement and Contract,which ` was recorded in Book 824, Page 2 the Public Records of Palm Beach County, and a copy of tjy which is attached hereto as Exhibi er, WHEREAS,the road right-of- ed by the Easement extended from Dixie Highway,as 5`�4 Jx then constituted, "to the waters of Lake d also "projected eastward upon any fill which , may be made in the waters of Lake Worth abu enter line of the roadway above described." WHEREAS, the Easement established use and construct the roadway and the o "cost and burden of maintenance of such roadway"Wcovernant with the title to the properties abutting the road, extending to the property ownerxecutors, administrators, assigns and successors in title. WHEREAS,there is presently a dock located at the east of Lakeside Harbour Drive, which has been in existence since the late 1950's or early 196�a Page 985 of 1076 Book199661Page1061 Page 1 of 29 } t WHEREAS,in Case No. 502004CA003168XXXXMBAA,filed in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida (Parpard et al v. Singer et al), certain property owners on Lakeside Harbour Drive filed suit against other property owners to determine the rights and obligations of the parties relating to the Easement and Contract. t.WHin on or about February 2, 2006,the Court entered Final Judgments Pursuant to Stipulment,certified copies of which are attached hereto as Exhibit B and Exhibit C. each Stipulation and Final Judgment, the plaintiffs and defendants were determned to have ri AtsCunder the Easement that include an ownership interest in the dock such that each plaintiff �64 ch defendant have the right to use and access the dock free from interference. WHEREAS,in ea /�`t�rp} ation and Final Judgment,it was determined that the rights under the Easement include easemeni over those portions of Lakeside Harbour Drive abutting each owners' property. ] WHEREAS, each Stipulation V nal Judgment contain additional terms relating to the continuing maintenance, repair, and/or c"tion of the dock and the continuing maintenance, repair, repaving and/or landscaping of L id tbour Drive, including but not limited to the entrance gate and that portion of Lakeside Hart which abuts each defendant's property. WHEREAS,the terms of each Stipulation anal Judgment are binding upon the heirs, successors and assigns of the parties therein. NOW THEREFORE,in light of the Final Judgme and Stipulations for Settlement attached hereto, all heirs, successors and assigns of the parties subjz,� a Easement and Contract are placed on notice of the stipulations,acknowledgments,terms,co ,and restrictions contained therein. 2 Page 986 of 1076 Book199661Page1062 Page 2 of 29 Dated this 0�3' day of February, 2006. BOOSE CASEY CIKLIN LUBITZ MARTENS McBANE &O'CONNELL 515 North Flagler Drive— 18th Floor West Palm Beach, Florida 33401 Telephone: 561-832-5900 Telecopier: 561-820-0389 ih�d2 - a ALAN J. CIKLIN Flori a Bar No. 13645 8 RONALD E. CREO 0 Florida Bar No. 894214 C> 3 Page 987 of 1076 Book199661Page1063 Page 3 of 29 v e ti. :1`�,,�V- a} r-a a'���y� ` '''#1�' �; .�•e�ftlM1! J� �lT and t. tts� ;7�,tTT, his �1ie, of tbs Ooieat�_of ?ml= DeacPau am li sad hats of TI'orida,.y■rties of the first part, and TICTCR T. DM" and AMU DMa. his rife, of the Cq=ty of Talc Beach and 6tate of Tlorida, parties of the second part, VITIZSSMI That• lbersas, the parties of the first part are the fee. simple owners of lanss and premises situate, lying and being oQhe north of thi roadway hergUiafter described; and the parties the second part are the fee siapls owners of the lands and osises situate, lying and beimto tha south of the roadway k� her tar described; That the center line of the roadway in -this instru- son eeferred to -is situate in the County of rain Beach and Btate of Tl nd is score particularly described as. follows: B at an Iron spike it the intersection of the q otion lice of beotlon 15, Toiinahip 45 South, Ra ant, and the center Tine of the Dixie Highway (sit toot east of the east right-of-ray line of theda last Coast Railway, ,measured at right angles erefrasl;-'honar_runnLng southwesterly along said center a of 'the:�laie Highway a distance of 125.01 feeSet to terly pprojection of the south line of Lot 2 of a Jt.'s subdivision in said Section 15, Town- ship 4 So Range 43 East; thecae Continuing south- vestsrly along d center line of'said Dixie H16hroay a distance of B et to, r point, vb1oh point is the intersst-EItm tto center line of said Dixie Hirhwar and the os■ti f the road herein dasoribed aaa the oi,■t ofibe i ; .thence running easterly a distance of' j .28 fort t st right-cf-*iy line'of said Dixie 111�y to an which ripe is 8 feet southwest- er y from an iron pe the intersection of said east right-of-way line i a betwoen Lot 2 and Lot 3 of said Sass Brown J ision; thence continuing easterly.& distance a sat to an Iron pipe on the said line between and Lot 3, situated on the west shore of Lake h oh pipe .is the egstern terminus of the said ce e of this road. A plat of the an star T. KriRht, lnQinner and Durveyor, of Lake Worth, Mar g date of November 26, 1945, showing the above desori or line of such road, In hereto attached and by-reference rade :air::@ t heof; and (�rsl, . Whereas, the parties hereto of creating a roadway for themselves, their hairs, aadministrators, assign• and successors iso title, the center � f which shall be as heretofore deslgnatadAnd described, N0V, TJMMX X, for and in,0ansi a n f the oadenitat'bereis T".laid. p"anUA V the parties of the second r' Page 988 of 1076 Book199661Page1064 Page 4 of 29 � �}' yy? ,t 7 �/rw��."��■...,' Y f ' 7'Y'I - _T 44N �'�i•-'� I�T`. �j i w r �S-..4.ry ��:�y�/(j �,,r �Jy ,. N f//y part to the parties of the first part, and in oonsideratice of the covenants and agreements to be kept and performed by the second partlos herein, the parties of the firsi part do oonvey, (rive and grant unto %Ljlr heirs, executors; administrators, assigna and successors in title, and oleo unto the parties of Ithe second pert herein, their heirs, executors, administrators, igns and successors is title, an easewent and right-of-wKy road purposes to land* lying along the• center line of said "y above described, art extending a, distance of seven and -half feet northerly from the canter line of said roadway nbefore described, from the'Dixie Highway as prtpently condti tQ to the waters of Lake Worth, and also projected ::r on any.fill which may be made in the.waters of Lake L utting the Center line of the roadway abDve described. the said parties of the first part do, for then- , selves, t Ira, executors, administrators, assigns and sue- eessora in tl , further covenant `►ith the second parties, their heirs, exec uto inistrator,s, assigns and successors in title, that they will bear Abe coat and expense of the construction, building and main 44�1a of such road, upon and over such seven and one-half feet of 1g zing north of the center_ line of the above described roadx a ` upon which an easement for road and ` right-of-way purposes is a let n Riven and granted. And the partiaa second part; for and In eon- e1deration of the easemenf h ijUn and granted by the parties of the firet-part to the parts f second part, and in can- olderation of the covenants and as to be kept and performed by the first parties herein, do c , Sve hnd grant unto their heirs, executors, administrators, a e and aueoeseors In title, and also unto the parties of the firstar air heirs, executors, adminiptrators, assigns and successors title, an easement and right-of-way for road purposes to lands lyng the center line of said roadway above described, and 26, a distance Of sevea and one-half feet southerly from the line of said ro4dway hereinbefore described, frna the Dixi h as presently constituted to the paters of bake Worth, and aim pr c ed sastward upon any fill whiah may be made in thr witers of Lake Worth abbutting Page 989 of 1076 Book19966/Page1065 Page 5 of 29 .M•,�a #k(. " 'f"r ,A• }`3% 'Ile L ' part to .the parties~of;%Vo first pa'tr-and in oonsidoml.,on of the oovsnants-kLA agreeaents,,,to be.Xept•oAd performed by the seooad parties herein, the p"Uss of'the .first part do, convoy, Fire and grant unto their hoirs,, oxaautors, ads4nlstrators, - aasl-gna and successors in title; and alae unto' the parties of the *coon& part herein, jbolr-:heirs', executors, administrators,' signs and suacpssor* in title, an easement and right_f-way or road purposes to lands lying along the. center 1!n* of Said--- 1 dl&y above deseribed,••and extending a distanoe'of ■elan and n if feet northerly from the center line of said roadway before deseribe4L, fros the'Dixie Highway as presently const eq to the waters of Lake Worth, and also projeo ted ass on any fill which may be:made in the waters of Lake �k Worth utting the center line of the roadwa<y.abbre• described. the said parties of the first part do, .for them-- selves, th ra, executors, ad$iniatrators, assigns and suo- { oessors in t Ii ther covenant ..ith the second parties, .their• heirs, executo a Inistrators, assigns and successors in title, * that they x111 boa cost and expense of the construction, building and maint a of such road, upon and over such seven and one-half feet of.1%upon, h of the center line of the above-described roadxaich an easement for road and right-of-war purposes n and granted. And the paecond part, for and in oon- aidei•ation of the easei2n and granted by the parties of the first part to tsoond•part, and in con- aiderativn of the covenants and ee to be kept and performed by the' first parties heroin, do oo %n %Xtlo, d grant unto thetr heirs, executors, adainiatratora, a■ aoaessors in title, and also unto the parties of the fissir heirs, executors, administrators, assigns and successors ian easement and right-o-f-ray for road purposes to lands lyi i ng the center line of said roadway above described, ■nd •extn a d1stanoe of seven and one-half feet' southerly from the ins of said roAdxay hereinbefore described, from the Dizle ■ presently odnstitsted to the, watore of Lake Worth, and ala r c d esstsard upon any•fill rbish my be made in the witers pf tAke, Worth abbuttLng Ny�r,';� ,•�c 1' 1 •. r P. 'r f 1 ��,. d. �a'y rF.. t � L sir: ',•• 'a 'F,•.a:�- <_� C.': lye. n r w':'.;. CkL t `1,}hNAL Page 990 of 1076 Book199661Page1066 Page 6 of 29 • LJ,. ! ¢ 1 1 ` I4.i� J d i"9I�'yf'I�[.�y0 rikl hrgi,If. yp,`� +� i1i a]«Jy. Gr„ x3r;S *�✓ s R'a T a the center line of the roaQs&f'a1*Vi"de8ar1bed.- Arid the s. la.partiis of the second part do, for then- selves, their. heirs, executors. administrators, assigns'and eiie-... — Cassors in title, further covenant with the first parties, their irs, 'exaoutors•; 'administrators,,assips and. iueoessors in title, t they will bear the cost and expense of the construction, Ing and maintenance of such road; upon and'over such seven ork.�_half feet of land lying south of the center, line of the e tdescribed roadway, and upon which an easement for road and r�f_way purposes is herein given and granted. [1% is the intention of the parties hereto, and it le caved agreed 5y d between thea, that the respective . ease iiein give and granted the right to use the roadway to be' con&t er and upon such easements, and the cost -and burden intent-not of such roadway, shall run as covenants with the titl, to a lands of the respeative parties -hereto ab- butting upon sue way, and shall extend to and be obligatory upon, the heirs, exec re, administrators, assigns and success- ors in title of the'may ctive parties hereto. I!1 lflTlfESnedh F, the parties hereto have hereunto sot their hands and affekrseals the day and year first above -r•itten. i Signed, sealed and ��' (SEAL) delivered in the presence of (SEAL) th o t e r par (BE.IL) sri a tha second part Page 991 of 1076 Book199661Page1067 Page 7 of 29 .��9`cry'■ - •, , y � ;f; F4i may: i w �ISVI 'y;' CDgtiiTX •. s ...^ off;'�'p"s�- •�,'' o SI�ZS GIRTITZ that oa this.lW PKi : � ' �. y k ' f �� wA ■ aad Z,OtfI� lls1T'�' Ulm •far• ova .%* to No �. •Ad11 1 !$ and Llllt aaxaontad tha torr6°Spi . i; ; L'na Lad! i • a/ t�t tbr7 lsaib�l A ti. Y ao]rnovis"!d b/fora f , and 047 �} the pvtDflara tharain /xpzant'Ch■• r aaainial seal at f.►Ys I ,:. y �' nT�rsaa *� baad JDr; Gh orL"o tbia lOrthda r • Syr Y 3 y. ti ,_'�M1'1 Book19966/Page1068 Page 8 of 29 Page 992 of 1076 II II ` I Itl! I I'I it I S I I F. � . ) t 3. Jill-Ila A L 0 '04 r __ ,. �•, tog a� a Page 993 of 1076 Book199661Page1069 Page 9 of 29 loll 111111111111111� IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA c M FREDERICK H.PARPARD and CASE NO. 502004CA003168XX AA SHELLEY H.PARPARD; 00 BEVE A.WARNKE; CIVIL DIVISION m m MARK ER; �o ' 00 4 NONN . SSI; ao and 130�: . Ch y m M ANAND PAT L�, W W d Plaintiffs, ram r V. 0z" ►�- -4 MICHAEL M. SINGER (( !Ts and DONALD TRACEY, Defendants. � rn FINAL JUDG TO MICHAEL M.SINGER o PURSUANT TO TION FOR SETTLEMENT m THIS CAUSE came to be heard u ttached Stipulation for Settlement entered into by and among the Plaintiffs, through their si counsel, and Defendant, MICHAEL M. SINGER,as follows: C3 The Plaintiffs and Defendant,Michael M. 1 reside on or own property located on w Lakeside Harbour Drive in Boynton Beach,Florida. In 47,the owners of the properties located on each side of what is now Lakeside Harbour ivpkcided to create a "roadway for themselves, their heirs, executors, administrators, assigns an sora in title ..." The then- property owners properly executed an Easement and Contract, recorded in Book 824, of the Public Records of Palm Beach County. Book199111Page281 Page 1 of 10 Page 994 of 1076 Book199661Page1070 Page 10 of 29 The road right-of-way created by the Easement extended from Dixie Highway, as then constituted,"to the waters of Lake Worth,"and also"projected eastward upon any fill which may be made in the waters of Lake Worth abutting the center line of the roadway above described." The Easeme established the right to use and construct the roadway and the "cost and burden of f such roadway"runs as a covenant with the title to the properties abutting the road, exten 'the property owners,their heirs,executors,administrators,assigns and successors in title. Ther�rese a dock located at the eastern-end of P Y Lakeside Harbour Drive,which has been in existen late 1950's or early 1960's. As a result of damage,the dock is presently the subject of a Boynton ach Code Compliance proceeding. Plaintiffs belie aintain that,as a result of the Easement,the dock is a community dock that all Lakeside H e property owners are entitled to use and enjoy,and that each property owner has an ownership' st in the dock. Plaintiffs further believe and maintain that,as . C> a result of the Easement, they ha easement rights over that portion of Lakeside Harbour Drive which abuts Defendant Singer's pro Michael Singer has in the past aftJ the Plaintiffs' Easement rights to the dock and adjoining property. Plaintiffs filed the instar tCzbbtain a declaration of their rights under the Easement. Defendant Michael M. Singer answ nd Amended Complaint,and disputed the Plaintiffs' claims. The Plaintiffs and Michael M.Singer have f4�oation for settlement of the issues raised in these proceedings. Based on the foregoing stipulated facts,which the stip ulated and agreed are true " , and correct,it is hereby ORDERED and ADJUDGED that: �a 2 ZL Book199111Page282 Page 2 of 10 Page 995 of 1076 Book199661Page1071 Page 11 of 29 1. Plaintiffs and Singer have and shall continue to Have rights under the Easement that include an ownership interest in the dock such that each Plaintiff and Singer have the right to use and access the dock free from interference. 2 The rights under the Easement include easement rights over those portions of L our Drive abutting each owners'property,including Defendant Singer's property, Singer shall cooperate with(and by virtue of the Stipulation has already consented to) the Conti tenance,repair,and/or construction of the dock,and to further cooperate in the repair of th 'sting#ck or construction of a reconfigured dock by signing any necessary applications for and other governmental approvals, authorizations and/or forms. In the event that Michael M. Sirefuses to sign necessary applications,the Stipulation shall serve to constitute his written and a copy of the Stipulation may be submitted to appropriate authorities as such. Ex be agreed upon in the future among the parties subject to the Easement,the reconfigured docks of exceed the size and/or square footage ofthe existing dock, . C> but may be relocated within the a ment boundaries as may be necessary for reconstruction and/or governmental approvals. D, 4. Singer shall cooperate wi virtue of the Stipulation has already consented to) the continuing maintenance, repair, repavi oOandscaping of Lakeside Harbour Drive, including but not limited to the entrance gate ion of Lakeside Harbour Drive which abuts Defendant Singer's property. Upon executi Stipulation by Michael M. Singer,no further consent,written or oral, shall be necessary. 5. Notwithstanding the foregoing paragraphs d 4 Plaintiffs have agreed that Singer shall not be financially responsible for any of the costs of the ce or repair of the dock or the roadway. This release of financial responsibility and obligatio er,is personal to Michael 3 Book19911/Page283 Page 3 of 10 Page 996 of 1076 Book19966/Page1072 Page 12 of 29 Singer only,and shall not inure to the benefit of his heirs,successors in interest or assigns,who shall be bound by the terms of the Easement and the Stipulation. 6. Except as provided for in paragraph 5,the terns of the Stipulation and this Final Judgment shall be binding upon the heirs,successors and assigns of the parties herein. The panics shall bear their own attorney's fees and expenses in connection with the above ed litigation. a 8. the evcnt of any further proceedings related to an alleged breach,construction, interpretatio enforcement of the Stipulation or this Final Judgment,the prevailing party shall be entitled to paymnable attorney's fees and costs. DONE andWD in West Palm Beach,Florida,this 2 day of February,2006. Vol KARJN MILLER Circuit Judge Copies famished: Ronald E. Crescenzo, Esq.,515 Flagler Drive, 18°i Floor, West Palm Beach,FL 33401 Stephen Gebeloff,Esq., Sachs,Sax, Ol Yamato Road,Suite 4150,Boca Raton,FL 33431 Michael M. Singer, 695 Lakeside H r o ton Beach, FL 33435 (01�D' 4 Book199111Page284 Page 4 of 10 Page 997 of 1076 Book199661Page1073 Page 13 of 29 J41•27,2006 13:48 Michael Singer 561-736-3646 page Z IN THE CIRCUIT COURT Of THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY,FLORIDA FREDERICK H.PARPARD and CASE NO.502004CA003168XXXXMB AA Y H.PARPARD; B9VMY A.WARNKE; CIVIL DIVISION JROS ; NKE; OSSI;NES andNI?S; TI; GLEN WESSR4..Qd ANAND LLC, P " V. MICHAEL M.SIN and DONALD TRA Defendants. r ION FOR SIMLRMLNT PWntif6,by and through counwI and Defendant,MICHAEL M.SINGER, stipulate and agree to dw Following . The Plaintiffs and Defendant,Mic or,all reside on or own prop"located on Lakeside Harbour Drive in Boynton Beach,FI In October, 1947,the owners ofthe pro on each side ofwhat is now Lakeside Harbour Drive decided to create a `xoadmy for the executors,adminisgrtars, assigns and successors in title,." The then-property o perly executed an Easement and Contract,which was recorded in Book 824,page 26,of the pu I of Palm Beach County. Book19911/Page285 Page 5 of 10 Page 998 of 1076 Book199661Page1074 Page 14 of 29 JAN-27,2006 13:48 Michael v Singer 561-736-3646 .�. Page 2 The road tight-0f-way created by the Easemm extended f orn Dwe Highway, es then constituted,"to the waters of Lake Worth,"and also"projected eastward upon any fill which maybe made is the waters of Lake Worth abutting the center lime of the vmdv ay above described" The Easemew established the right to use and constrict the roadwayand the"cost and burden of of such roadway"runs as a covenant with the title to the properties abutting the road, 0 the property owners%their heirs,executors,administrators,assigns and sucoessors in till .� lltere' dy a dock located at the eastern-ems of Lakm&Harbour Drive,which has been in= the late 1950's or early 1960's. As a result of damage,the dock is presently the subject of a B Beach Code Compliance proceeding. Plaintiffsmaintain that,as a rtault of the Easement,the dock is a community dock that alt La =;; = 've property owners are entitled to we and enjoy,and that each property owner has an oteres w the clock. Plaintiffs further bell maintain that,as result of the Faasement,they have easement rights over that portion of Drive which abuts Defendant Singer's property, Michael Singer has in the the Plaintiffs'Easement rights to the dock and adjoining Ply Q Plaintiffs filed the instant action to o ion of their rights under the Easement. Defendant Micha el M.Singer answered Socbp ended Complaint,and disputed the Plaintiffs'claims. q7�, The Plaintiffs and Michael M.Singer have Mac for settlement of the issues raised in these proceedings. 2 Book199111Page286 Page 6 of 10 Page 999 of 1076 Book199661Page1 O75 Page 15 of 29 JAN-:27,2,006 13:48 Michael M Singer 561-736-3646 Page 3 NOW THEREFORE,in light of the&repoigg stipulated facia,the parties firths stipulate and agree as follows: l. The foregoing recitals are true std correct and are incorporated herein by reference. *27Plaintiff's and Singer agree that their rights under the Easement include an ovmm-J ip ock such that each Plaintiff and Singer have the right to use and ac =the cock ft+ee ce. Plaintiffs and Singer agree that their rights under the Easement include easement rights over 9rdons of Lakeside Harbour Drive abutting each owners'property. including Defendant ' t+operty- 4. S' to cooperate with ad hereby eonsettts to the continuing maintenance, repair,sttdfor f the dock.and to futlher eooperata in the repair of the existing dock or construction of a k by signing any newssary applications for permits and other governmental approvals,attthari andlor forms, In the event that Michael M.Singer refuses to sign necessary applications, ulation gall serve to constitute his written,cannot and a cagy of the Stipulation may be submittedp�raft authorities as such. Except as may be agreed upon in the future among the parties subi t eat,the reconfigured dock shall not exceed the size andlor square footage of the existing y be relocated within the easttnent btx Av ies 0 as may be nec asmy for reconstructionand/ approvals. 5. Singes agrees to cooperate wish consents to continuing maintenance, repair.repaving and/or landscaping of Lakeside Ve, including but not limited to the entrance gate and that portion of LakesidrDrivi, Defendant Singer's property. Upon execution of this Stipulation by Michael M.Singer,no t,written or oral,shall be necessary. 3 Book199111Page287 Page 7 of 10 Page 1000 of 1076 Book199661Page1076 Page 16 of 29 JAN•27,2006 13:48 Michael ►' Singer 561-736-3646 Page 4 6. Notwithstaeding the foaegoing patvplw 4 and g,plaintiffs agree thea 84er shall not be financially responsible for any of the coats of the maintenance or repair of the dock or the roadway. This release of financial respoat obality and obligation,however,is personal to Michael tbeby d shall not inure to the benefit of his heirs,successors in interest or assigns,who shall e terms of theEaserr ent and this Stipulation. Except ass provided for in paragraph 6,the terms of this Stupulatian shall be binding successors and assigns of the parties herein. 8. Parties shall bear their own attorney's fees and expenses in coratection with the aboon. 9. In t of arty further proceedings related to an alleged breach,construction. iumprowtion,or t of this Stipulation,the Prevailingparty shall be entitled topayntentof reasonable attorney's 10. The terms of on shall be incorporated into a Final htdgrttent as to Plaintiffs and Michael M.S' Cj 11. This Stipulation m gnod in couetcrptau,and facsimik sigmures shell be considered the same as originals. 12. Upon execution of this Sea Sctdemcitt,the parties shag be deemed to have released each other,to wit- IL ita. Michael M Sieger hereby fully racienses, acquits, satisfies, anti forever discharges each Plaintiff,and their agents,assigns,�,of and from all and all manner of action and actions, cause and causes of action, Suits, sums of money, accounts, reckonings. bonds, bills, specialties, covenants, contracts, les, agreements, promises, vwiaam,mos,damages,judgments,executions,claims whatsoever,in law or in 4 Book199111Page288 Page 8 of 10 Page 1001 of 1076 Book199661Page1077 Page 17 of 29 JAR 27,2006 13:49 Michael !' Singer 561-136-3646 Page 5 equity,which Michael M_Singer ever had,now has,or which any personal repro wfative,soc oessor, heir or ensign of Michael M.Singer hereafter can,shall or may have,against each l'Wntifff and their t igns,and attorneys,for,upon or by reason of any matter,cause or thing whatsoever, nly the agmenwxits contained in this Stipulation.Each plain iff hereby fully rapists,releases,acquits,satisfies,and fore cr discharges Singer,and his agents,assigns,arrd attorneys,of and from all and all manner of action rause and causes oi'action,suits,debts,dues,stuns of money.accounts,reckomngs, bonds, billLsWidties, covenants, contracts, controversies, agreements, pmmixes, variances, trespasses, s;judgrncrds,executions,claims and demands whatsoever,in law or in equity, which each Plaints ' had,now has,or which any personal rep= M Ove.successor,heir or assign of each Plai can,shall or may have,against Michael M.Singer,and his agents, assigns,and attorneys, r by reason of any matter,cause or thing whatsoever,excepting Only the agKEen>GntB con is i 'Stipulation. Dated this o-day 2006, BOOSF.CASEY C1KLliV MARTENS MC$AIVE dt 4 LL 515 North Flagler Drive,18 West Palm Beach,FL 33401 Telephone: 561-832-5940 Te opiec 561-620-4389 RO ALD B.CRESC 'Es Flo Bar No.89421 Counsel for Plaintiffs �L v� S Book19911/Page289 Page 9 of 10 Page 1002 of 1076 Book19966/Page1078 Page 18 of 29 -• qA�q 27,2006 13;49 Michael '" Singer 561-136-3646 Page 6 ►+a Dated this day of gj!�jft 2W6. Michael A Singer, x695 Lakeside Hasbor Boynton Bewh,FL 33435 Telephone:561-736-3646 Telecopier.samt 0 Ile . C> 6 0 Book199111Page2 P of 10 q,TIA F� °o p I h eby certi th t the fore ing is a tru cc f the cord i offi a thi da Feb 22 2006. o e e c y, , Shar R. Boc , Clerk Cir it Court, Palm Beach County, Florida BFR..._.�o��, cN coati BY Deputy Clerk � ltuH .. 1Mt��.w Page 1003 of 1076 Book199661Page1079 Page 19 of 29 IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT F= IN AND FOR PALM BEACH COUNTY,FLORIDA rnC o n> FREDERICK H. PARPARD and ASE NO. 502004CA003168XX3IMMM AA SHELLEY H.PARPARD; � cr jBiIS ARNKE; CIVIL DIVISION m L � KE; e, q SSI; c7ES and 4CQ S; � �FILED d� m m ANAND PATW,, C. FEB 0 3 2006 _m i Plaintiffs, SHARON R.BOCK CLERK&COMPTROLLER ` CIRCUIT CIVIL DIVISION V. q MICHAEL M. SINGER 0 rt' and DONALD TRACEY, as Defendants. p R a m FINAL JUD AS TO DONALD TRACEY PURSUANT T ATION FOR SETTLEMENT ; u� THIS CAUSE came to be heard ttached Stipulation for Settlement entered into by and among Plaintiffs, by and through th gned counsel, and Defendant, DONALD 03 ns a TRACEY,as follows: .-. c The Plaintiffs and Defendant, Donald Tra reside on or own property located on Lakeside Harbour Drive in Boynton Beach,Florida In o 947,the owners of the properties located on each side of what is now Lakeside Harbour 'v ided to create a "roadway for themselves, their heirs, executors, administrators, assigns ssors in title ..." The then- prop roperly executed an Easement and Contract, recorded in Book 824, Page 26,of the Public ecords of Palm Beach County. 13 -,6 Book199111Page271 Page 1 of 10 Page 1004 of 1076 Book199661Page1080 Page 20 of 29 The road right-of-way created by the Easement extended from Dixie Highway, as then constituted,"to the waters of Lake Worth,"and also"projected eastward upon any Ell which may be made in the waters of Lake Worth abutting the center line of the roadway above described." The EasemeA established the right to use and construct the roadway and the "cost and burden of f such roadway"runs as a covenant with the title to the properties abutting the road, exten a property owners,their heirs, executors, administrators,assigns and successors in o title. Th s pre ertgy a dock located at the eastern-end of Lakeside Harbour Drive,which has been in existent ' e late 1950's or early 1960's. As a result of damage,the dock is presently the subject of a Boynto h Code Compliance proceeding. Plaintiffs belie aintain that, as a result of the Easement,the dock is a community dock that all Lakeside Har ve property owners are entitled to use and enjoy,and that each property owner has an ownershi st in the dock. Plaintiffs further believe and maintain that,as p a result of the Easement, they ha easement rights over that portion of Lakeside Harbour Drive which abuts Defendant Tracey's pro Donald Tracey has in the past c the Plaintiffs' Easement rights to the dock and adjoining property. Plaintiffs filed the instan ti "btain a declaration of their rights under the Easement. Defendant Tracey answered the Seco Complaint,and disputed the Plaintiffs' claims. The Plaintiffs and Donald Tracey reached a st40settlement of the issues raised in these proceedings. Based on the foregoing stipulated facts,which the park 'pulated and agreed are true and correct,it is hereby ORDERED and ADJUDGED that: 2 S Book19911/Page272 Page 2 of 10 Page 1005 of 1076 Book19966/Page1081 Page 21 of 29 1. Plaintiffs and Tracey have and shall continue to have rights under the Easement that include an ownership interest in the dock such that each Plaintiff and Tracey have the right to use and access the dock free from interference. 2 The rights under the Easement include easement rights over those portions of Lake ' bour Drive abutting each owners'property,including Defendant Tracey's property. Tracey shall cooperate with(and by virtue of the Stipulation has already consented to) 0 the con ' 'ntenance,repair,and/or construction of the dock,and to further cooperate in the repair of th fisting lock or construction of a reconfigured dock by signing any necessary applications for d other governmental approvals,authorizations and/or forms. In the event that Donald Tracey refuse o sign necessary applications,the Stipulation shall serve to constitute his written consent and a e Stipulation may be submitted to appropriate authorities as such. Except as may be agre the future among the parties subject to the Easement, the reconfigured dock shall not exceed size and/or square footage of the existing dock,but may be C> relocated within the easement undaries as may be necessary for reconstruction and/or governmental approvals. The Plaints kex d to discuss with Tracey,in mutual good faith, Tracey's stated intention to extend the dses of installing a boat slip,but the agreement to discuss is not intended to constitute andi0titute any prior agreement or consent on the part of the Plaintiffs to Tracey's intention to 4. Traceyshall cooperate with(and by a Stipulation has already consented to) the continuing maintenance, repair, repaving and/or g of Lakeside Harbour Drive, including but not limited to the entrance gate and that po ion Aof Lakeside Harbour Drive which abuts Defendant Tracey's property. Upon execution of the Sti y Donald Tracey,no further consent,written or oral, shall be necessary. 3 Book19911/Page273 Page 3 of 10 Page 1006 of 1076 Book19966/Page1082 Page 22 of 29 5. The terms of the Stipulation and this Final Judgment shall be binding upon the heirs, successors and assigns of the parties herein. 6. The parties shall bear their own attorney's fees and expenses in connection with the above boned litigation. In the event of any further proceedings related to an alleged breach,construction, irate or enforcement of the Stipulation or this Final Judgment,the prevailing party shall be 0 entitled t of reasonable attorney's fees and costs. DO d ORBERED in West Palm Beach,Florida,this day of February,2006. KAREN MILLER Circuit Judge Copies furnished: Ronald E. Crescenzo,Esq., Flagler Drive, 18s'Floor,West Palm Beach,FL 33401 Stephen Gebeloff,Esq., Sac ax,Klein,301Yamato Road,Suite 4150,Boca Raton,FL 33431 Michael M. Singer,695 Lakeside or,Boynton Beach,FL 33435 4 Book199111Page274 Page 4 of 10 Page 1007 of 1076 Book199661Page1083 Page 23 of 29 Jan-2T-06 10:14u From-SACHS SAYS"J.EIN +8619941992 - Y-133 P 002/907 F-446 IN THE CIRCUIT COURT OF THE F'IF'TEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY,FLORIDA FREDERICK H.PARPARD and CASE No. 502004CA003168XXXXMB AA SHELLS H.PARPARD; BE .WARNM; CIV1;I.DIVISION R; TH S KE; TODTOSSI; 4Ro )§IS and BO S; JOHN V. ROSE BIS ; GLEN WESSEL; � ANANDPA Plaintiffs, v. MICHAEL M. SINGER O and DONALD TRACEY, Defendants. C> STIPUL(ti�N FOR SETTLEMENT Plaintiffs,by and through their ed counsel,and Defendant,DONALD TRACEY, stipulate and agree to the following facts O The Plaintiffs and Defendant, Dona all reside on or own property located on Lakeside Harbour Drive in Boynton Beach,filo li In October, 1947,the owners of the properticl,4d on each side of what is now Lakeside Harbour Drive decided to create a"roadway for theins e . heirs,executors,administrators, assigns and suoressors in title -..'q The then-property own erly executed an Easement and Contract,which was recorded in Book 824,Page 26,of the Pu Xds of Palm Beach County. Book199111Page275 Page 5 of 10 Page 1b08 of 1076 Book199661Page1084 Page 24 of 29 Jan-27-06 10:14o From-SACHS SAX-I)IIN +5610941992 P.003/007 f-446 The road right-of-way created by the Easement extended from Dixie Highway, as then constituted,"to the waters of Lake Worth,"and also"projected eastward upon any fill which maybe made in the waters of Lake Worth abutting the center line of the roadway above descn'bed." asement established the right to use and construct the roadway and the"cost and burden of en of such roadway"runs as a covenant with the title to the properties abutting the road, ex a§roperty owners, their heirs,executors,administrators, assigns and successors in tills. There is ppP l*a dock located at the eastern-end of Lakeside Harbour Drive,which has been in wdsten4#e late 1950's or early 1960's. As a result of damage,the dock is presently the subject of a Bo h Code Compliance proceeding. Plaintiffs helirq(!�;Ave ain that, as a result of the Easement,the dock is a community dock that all Lakeside H property owners are entitled to use and enjoy,and that each property owner has an ownersh' st in the dock. Plaintiffs further believe maintain that,as a result of the Easement,they have easement rights over that portion of Lakesiderive which abuts Defendant Tracey►'s property. Donald Tracey has in the past c the Plaintiffs' Easement rights to the dock and adjoining property. 4 Plaintiffs filed the instant action w ob 4tion of their rights under the Easement. Defendant Tracey answered the SecondW( Complaint, and disputed the Plaintiffs' claims. viipula The Plaintiffs and Donald Tracey have reachetion for settlement of the issues raised In these proceodings. 0 Book19911IPage276 Page 6 of 10 Page 1009 of 1076 Book199661Page1085 Page 25 of 29 Jan-2T-06 10:14au Fran-SACKS SAX•vi.EIN +6618941992 - . T-133 P.004/OOT F-446 NOW THEREFORE,in light of the foregoing stipulated facts,the parties further stipulate and agree as follows: 1. The foregoing recitals are true and correct and are incorporated herein by reference. 15 Plaintiffs and Tracey agree that their rights under the Easement include an ownership int J, , such that each PIaintiff'and Tracey have the right to use and access the dock free f m ntiffs and Tracey agree that their rights under the Easement include easement 27 rights over those pRIffihs of Lakeside Harbour Drive abutting each owners property,including Defendant Tr rty. 4• Trace a to cooperate with and hereby consents to the continuing maintenance, repair,and/or construe a dock,and to further cooperate in the repair of the existing dock or construction of a recanfi by signing any necessary applications for permits and other governmental approvals, authoriz and/or forms. 1n the event that Donald Tracey refuses to sign necessary applications,this ation shall serve to constitute his written consent and a copy of the Stipulation may be submitted to r 'ate authorities as such. Except as may be agreed upon i e among the parties subject to the Easement,the reconfigured dock shall not exceed the size m Mire footage of the existing dock,but maybe relocated within the easement boundaries v nocessary for reconstruction and/or governmental approvals, The Plaintiffs agree to d 'th Tracey,in mutual good faith,Tracey's stated intention to extend the dock for purposes ofins b t slip,but the agreement to discuss is not intended to constitute and shall not constitute any greement or consent on the part ofthe Plaintiffs to Tracey's intention to extend the dock. 3 Book19911/Page277 Page 7 of 10 Page 1010 of 1076 Book19966/Page1086 Page 26 of 29 Jan727-06, 10.1Sam From-SACHS SAY-4'EIN +5010041982 T-138 P-005/007 F-448 5. Tracey agees to cooperate with and hereby consents to continuing maintenance, rep*, repaving and/or landscaping of Lakeside Hatbour Drive, including but not limited to the entrance gate and that portion of Lakeside HarbourDrive which Abuts Defendant T racey's property. Upon ex 'on.of this Stipulation by Donald Tracey,no further consent,written or oral,shall be �Y• terms of this Stipulation shall be binding upon the heirs,successors and assigns of the p . 7. The shall bear their awn attorney's fees and expenses in connection with the above-captioIIed�n. 8, In theany further proceedings related to an allcgad bread~,construction,or interpretation of thisVS4. , the prevailing party shall be entitled to payment of reasonable attomay's fear and costs. 9. The terms of th' ' lation shall be incorporated into a Final Judgment as to Plaintiffs and Donald Tracey. 10. This Stipulation may in counterparts, and facsimile signatures shall be considered the same as originals. 11. Upon execution of this Stipul fttlaT ent,the parties shall be deemed to have released each other,to wit: a. Donald Tr=y hereby fully remises, acquits,satisfies,and forever discharges each Plain iff,and their agents,assigns,and attorneys, all and all manner of action and actions,cause and causes of action,suits,debts,dues,s (money,accounts,reckonings,bonds, bills, specialties,covenants,contracts,controversies, agree ts, romises,variances,trespasses, damages,judgments,executions,claims and demands wbatsoev or in equity,which Donald 4 Ek Book199111Page278 Page 8 of 10 Page 1011 of 1076 Book199661Page1087 Page 27 of 29 Uq 27-06 10:16am From-5ACHS SAY 'MEIN +5619941902 T-133 P.1108/007 F-446 Tracey ever had,now has,or which any personal representative,successor,heir or assign of Donald Tracey hereafter can, shall or may have, against each Plaintiff, and their agents, assigns, and attorneys,for,upon or by reason of any matter,cause or thing whatsoever which have been raised or which have been raised in this litigation, excepting only the agreements contained in this Sti 'on. E"h pl aintiffhmvby fully remises,releases,acquits,satisfies,and forever discharges Danaid T d bis agents,assigns,and attorneys,of and from all and all manner of action and actions,cause and7"6 of action,suits,debts,dues,sums of money,accounts,reckonings,bonds, bills,specialties, ts,contracts, controversies,agreements,promises,variances,trespasses, �Jf* damages,judgments,ex ons,claims and demands whatsoever,in,law or in equity,which each Plaintiff,ever had,notsh hich any personal representative,successor,heir or assign of each Plaintiff hereafter cahave, against Donald Tracey, and his agents, assigns, and attorneys,for,upon or by reason of MW matter,cause or thing whatsoever which have been raised or which could have been raised ink litigation, accepting only the agreements contained in this Stipulation. 21 Dated this day of 2006. BOOSE CASEY CIKLTN LUBIT MARTENS MCBANE&O"CONN 515 North Flagler Drivc, 180'Floor West Palm Beach,FL 33401 Telephone: 561-832-5900 Telecop' 561-82-Q-4389 RO ALD E.CR4, ars Flon Har I`1a. 89421 Coun 1 for plaintiffs 0� 5 Book199111Page279 Page 9 of 10 Page 1012 of 1076 Book199661Page1 O88 Page 28 of 29 Jan-M-OB 10:1Sam From-SACHS SAY VLEi11 §709293d s" [irim i711 Ad1 tNRrCdN' ' TIMpt�L N GCNDOG un.I.. T-i 39 P.007/007 F-44S SACHS SAX KLFJN 301 YamMo Rowl,Suite 4160 Boca Rabe,FL 33431 Tele Mne: 551-004-4499 TekM ler' 561.59944985 SnWHEN OF$ELQW.ESQ. TRAVEY Fbdda Bar HOLM2941 Counoe9 for Donald Tracey Q o Book199111Page280 10 of 10 SEE RC T rrr io�.• U! I her y rtify t at t forej is a ti4t p s of th ord in o ice th , Feb 2006. Sharon Bock , I k Circurt, Palm Beach County, Florida BY Deputy Clerk rrr4,BF �1.' CR.614411 o�t hl+u�w�ww.a� Page 1013 of 1076 Bookl99661Page1089 Page 29 of 29 8.D. PUBLIC HEARING 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Approve text amendments to the Comprehensive Plan, including: PROPOSED ORDINANCE NO. 19-012 - SECOND READING - Future Land Use, Intergovernmental Coordination and Capital Improvements Elements, reflecting elimination of school concurrency and deletion of the Public School Facilities Element; and (TBD upon return with State approval). PROPOSED ORDINANCE NO. 19-013 - SECOND READING - The Transportation Element, creating framework for potential future establishment of a mobility fee. City-initiated.(TBD upon return with State approval). EXPLANATION OF REQUEST: The proposed Comprehensive Plan text amendments are grouped in two sets—one pertaining to the Palm Beach county-wide elimination of school concurrency and one establishing a framework for the potential future implementation of a Mobility Fee. Coordinated School Planning The first set of amendments is in the "housecleaning" category— the City is replicating the actions already taken by the county and other municipalities in amending its Comprehensive Plan based on the "Interlocal Agreement Between the School District of Palm Beach County, Palm Beach County and Municipalities of Palm Beach County for Coordinated School Planning." The subject agreement, signed by the City on February 20, 2016, replaced a 2001 interlocal agreement that coordinated countywide school facility planning through school concurrency. The coordination focuses on data sharing already in place, while the school level-of-service and concurrency has been eliminated (it is no longer required by Florida Statutes). The agreement sets up a process through which residential projects are reviewed by the School District for determining capacity. The amendments propose to transfer the coordinated school planning objectives and policies from the Public School Facilities Element to Intergovernmental Coordination Element, and modify applicable language in the Future Land Use and Capital Improvements Elements. The Public School Facilities Element would be deleted. Transportation Policies in Support of Mobility Fee Currently, Boynton Beach and other county municipalities are subject to Palm Beach County concurrency, road impact fees and proportionate fair share regulations. (The City's concurrency and proportionate fair share regulations are applicable to local roadways.) Negative aspects of transportation concurrency systems, such as their focus on roadways, inequitability ("last-in pays') and promotion of sprawl have been generally recognized. Florida statutes encourage local governments to repeal transportation concurrency and adopt an alternative mobility-based funding system that allows developers to pay a fee as mitigation for their transportation impacts. A number of Florida counties and Page 1014 of 1076 municipalities transitioned, or are considering transitioning from, traditional concurrency to such a system. The proposed amendments add thirteen new policies for the Comprehensive Plan's Transportation Element, creating a framework for potential implementation of a mobility fee. This revenue generator could ultimately allow the City to start funding the full range of the needed multi-modal transportation improvements within its boundaries. Per the statutory requirements, the mobility fee revenue must be expended to implement the needs determined by the plan(s) that serves as the basis for the imposition of the fee. The City would base the future Mobility Fee on a yet to be developed Complete Streets Mobility Plan, which will determine the type, location, and scope of the needed improvements. The Mobility fee may be implemented in specific areas or citywide. Within the area designated for its implementation, the future Mobility Fee may replace the Palm Beach County concurrency system, the County's road impact fee and the proportionate share requirements. It may also trigger rescission of the City's concurrency and proportionate share regulations applicable to the local (City's) roadways. The Planning and Development Board forwards the item recommending approval. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? No immediate impact on either programs or services FISCAL IMPACT: A potential for a significant revenue generator ALTERNATIVES: None recommended STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: N/A CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: N/A Is this a grant? No Grant Amount: Page 1015 of 1076 ATTACHMENTS: Type Description D Ordinance Ordinance Amending Comprehensive Plan reflecting elimination of school concurrency Proposed School Planning Amendments® Exhibit D Amendment A to Ordinance D Ordinance Ordinance Amending Comprehensive plan for future establishment of a mobility fee D Amendment Proposed Transportation Element Amendments- Exhibit to Ordinance D Staff Report Staff report Page 1016 of 1076 I ORDINANCE NO. 19 - 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, 4 FLORIDA APPROVING AMENDMENT TO THE 5 COMPREHENSIVE PLAN INCLUDING FUTURE LAND 6 USE, INTERGOVERNMENTAL COORDINATION AND 7 CAPITAL IMPROVEMENTS ELEMENTS, REFLECTING 8 ELIMINATION OF SCHOOL CONCURRENCY AND 9 DELETION OF THE PUBLIC SCHOOL FACILITIES 10 ELEMENT; PROVIDING FOR CONFLICTS, 11 SEVERABILITY,AND AN EFFECTIVE DATE. 12 13 WHEREAS, the City Commission of the City of Boynton Beach,Florida("City")has 14 adopted a Comprehensive Plan pursuant to Ordinance 89-38 in accordance with the Local 15 Government Comprehensive Planning Act; and 16 WHEREAS, the City is replicating the actions already taken by the county and other 17 municipalities in amending its Comprehensive Plan based on the "Interlocal Agreement 18 Between the School District of Palm Beach County, Palm Beach County and Municipalities 19 of Palm Beach County for Coordinated School Planning;" and 20 WHEREAS, The subject agreement, signed by the City on February 20, 2016, 21 replaced a 2001 Interlocal Agreement that coordinated countywide school facility planning 22 through school concurrency; and 23 WHEREAS, the coordination focuses on data sharing already in place, while the 24 school level-of-service and concurrency has been eliminated (it is no longer required by 25 Florida Statutes); and 26 WHEREAS, the amendments propose to transfer the coordinated school planning 27 objectives and policies from the Public School Facilities Element to Intergovernmental 28 Coordination Element, and modify applicable language in the Future Land Use and Capital 29 Improvements Elements while the Public School Facilities Element would be deleted; and 30 WHEREAS, after public hearing, the City Commission deems it to be in the best 31 interest of the inhabitants of the City to amend the text of the City's Comprehensive Plan as 32 provided herein; and 33 WHEREAS, the City Commission finds that the adoptions of these Comprehensive 34 Plan Amendments are in the best interest of the health, safety and welfare of the citizens and 35 residents of the City of Boynton Beach. C:AProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\1 C337535-896F-434A-A1FD- ACB7D9A526C5\Boynton Beach.16088.1.Comp_Plan_Text_Amendment_(School)_-_Ordinance.docx 1 Page 1017 of 1076 I NOW THEREFORE,BE IT ORDAINED BY THE CITY COMMISSION 2 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 3 Section 1. The foregoing Whereas clauses are true and correct and are now ratified 4 and confirmed by the City Commission. 5 Section 2. That the Comprehensive Plan reflecting elimination of school 6 concurrency and deletion of the Public School Facilities Element, is hereby amended by 7 adding the words and figures in underlined type and by deleting the words and figures in 8 struck-through type, as follows: 9 10 See Exhibit"A" attached hereto and incorporated herein 11 12 Section 3. All laws and ordinances applying to the City of Boynton Beach in 13 conflict with any provisions of this Ordinance are hereby repealed. 14 Section 4. Should any section or provision of this Ordinance or any portion 15 thereof be declared by a court of competent jurisdiction to be invalid, such decision shall not 16 affect the remainder of this Ordinance. 17 Section 5. The effective date of this plan amendment shall be: The date a final 18 order is issued by the Department of Economic Opportunity finding the amendment to be in 19 compliance in accordance with Chapter 163.3184, F.S.; or the date a final order is issued by 20 the Administration Commission finding the amendment to be in compliance in accordance 21 with Section 163.3184, F.S. 22 23 FIRST READING this day of , 2019. 24 25 C:AProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\1 C337535-896F-434A-A1FD- ACB7D9A526C5\Boynton Beach.16088.1.Comp_Plan_Text_Amendment_(School)_-_Ordinance.docx 2 Page 1018 of 1076 I SECOND, FINAL READING AND PASSAGE this day of 2 2019. 3 4 CITY OF BOYNTON BEACH, FLORIDA 5 6 YES NO 7 8 9 Mayor— Steven B. Grant 10 11 Vice Mayor—Justin Katz 12 13 Commissioner—Mack McCray 14 15 Commissioner—Christina L. Romelus 16 17 Commissioner—Ty Penserga 18 19 VOTE 20 ATTEST: 21 22 23 Judith A. Pyle, CMC 24 City Clerk 25 26 (Corporate Seal) 27 28 29 C:AProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\1 C337535-896F-434A-A1FD- ACB7D9A526C5\Boynton Beach.16088.1.Comp_Plan_Text_Amendment_(School)_-_Ordinance.docx 3 Page 1019 of 1076 EXHIBIT A I. PROPOSED AMENDMENTS TO FUTURE LAND USE ELEMENT Objective 1.1: Policy 1.1.2 (amended) and 1.1.4 (deleted) Objective 1.16: Policy 1.16.1 (added); 1.16.3 (amended 1.16.2); 1.16.4 (amended 1.16.3); 1.16.6 (amended 1.16.5); and 1.16.8 (new) Objective 1.1 Land development and future land uses shall continue to be coordinated with the provision of the following facilities and services, concurrent with the needs of the existing and future land uses, and consistent with the adopted minimum levels of service standards contained in this Comprehensive Plan: 1. Roadways 2. Potable Water 3. Sanitary sewer 4. Solid Waste 5. Stormwater Drainage 6. Recreation and Open Space 7. Public SEhool 1pd-14 Policy 1.1.2 The City shall issue development orders or permits only if roadways And recreation, and sEhoo, 111--E u+;^r exist, are provided for in accord with the requirements of this Comprehensive Plan, or will be available to serve new development in accord with conditions set forth in Policies 9.2.2 and 9.2.3 of the Capital Improvements Element, and are sufficient to maintain or exceed adopted levels of service. Objective 1.16 The City shall Eentinue its- ...e -proEess Of a cooperative relation hi � P ,lth the 1 ......... .................................... 1_.___����� -------- Palm ----- Pali Beach -'o� nt School District to coordinate land use tti1 Plth develoPI1siting-of public school facilities. 44 Page 1020 of 1076 EXHIBIT A LP p It i c y 1 161 'rhe t shell p x Soho DistrictwithP �1 :�.. information on de el pry e .......................................................... and.... edev„ 1 e� pr i l � �1� pr 1 is needed to ma unfit school �ttp��t t ���te� informatlon reollit for the Schoo tl tabu h hoo itis Il crlterl ichool lstrlct s ) t . l t p 1 an d. school. utilization. Policy 1.16.2;1 There sal b no �iignificant environmental conditions or sign fiEa + historical resources on a proposed site that cannot be mitigated of othe,wise shall preclude development of the site for a public educational facility. Policy 1.16.-3The proposed school sites locations shall be suitable or adaptable for development in accordance with applicable water management standards, and shall not be in conflict with the adopted or officially accepted plans of the South Florida Water Management District, or any applicable Stormwater Utility or Drainage District. Policy 1.16.56 The City shall encourage the location of schools proximate to urban residential areas or other app late and future land uses by: • Assisting the School District in identifying funding and/or construction opportunities (including developer participation or City )Qf Boynton Beach capital budget expenditures) for sidewalks, traffic signalization, access, water, sewer, drainage and other infrastructure improvements;-and • Providing for the review for all school sites as indicated in Policy 1.16.1 above , Allowing schools as a permitted use within all urban residential land use categories.- Polic 116 8 'rhe Cit, shell coordinate and collaborate with the Palm Beach .o nt f t the ichool lst °lct o� the m)ttl t l of the p€p Wi PS t tl Page 1021 of 1076 EXHIBIT A II. PROPOSED AMENDMENTS TO INTERGOVERNMENTAL COORDINATION ELEMENT Objective 8.17: Policies 8.17.1 to 8.17.3 (deleted); 8.17.1 to 8.17.6 (new) Objective 8.18: Policies 8.18.1 to 8.18.8 (new); 1.16.3 (amended 1.16.2); 1.16.4 (amended 1.16.3); 1.16.6 (amended 1.16.5); and 1.16.8 (new) Objective 8.19: Policy 8.19.1 (new) Public School F061144-- r�,.wn�.� ' °din tc 1 i3ianinn Objective 8.17 The City shall Eontinue to c[)ordinate with 11-he "Palm Beach County -------------- It at tt i o ii s h i with--the PaBeac School sfjj ° € d pate lLms aig "with develop ept of s facilities. Measurability: Number of applications for school eoneHFwn-eySCA.Q processed. Policy 8.17.1 'rhe -.1t shady abid theI 1 i. : School Board of Palm Beach (',_.'ountv. Palm Beach --- Palm _ for j � a .% 1 _ � �� x ley the, qty omm ss p op Felly ary 24, 201 co s s � t with th ss. . '',' h' . aiid F.S. aiid 163.3180 F.S., with th the School st ict the (:_'Dent A-1c other Ion°gid overpme,11ts, shall. imII _t_1 11dij d � h-o-o-1. District of PaBeach _' t Five-Year :aa I l .. Sch dule into its Com i t aii" ik �jt JM11tovemeiits. Schedule. the School District w ith hiformatimi oiidevelo meiit mid.... d „ ft 1f i t ��� Ap�pids� d t t �t �� t sc o c Page 1022 of 1076 EXHIBIT A 3. School utilization Eplicy 7 TI al x the School c ids ensive h . Plan to facilitate deve o ment of school enrollment and shall. annuallyup ti � � �� � . its al ii-- c € diva Ii i ii an the Future an Use MaiU . it IISchool District's 0111'y riu facilIII ��� sure co i nc and com i b �i iix ii „ i-s- Iemn ... ]Fh I_'I steal. v de- Sc-hoo ... iii pai d oiii II- ... he ii . outlined in the 2016 Interlocal al inaton I II I I ' xIIIII III but not limited to: 1. Certificates of Occupanii for new�residential-units. AdoII future and use amendments an � II i ... „ , L , cludiamendmto lei I nt odes. � �� IredevelopmentIo .. .. Lomi -ear. IL c ' The I I aII p tly iL comment oil c iii l .�........I Ix I have impact-on-the II o facilities Tj!t..... II iden. IIIof district. ifI � ji � Ii-school � i I � �� i Th I I I conditions i ion i ordinances i resolutions to mitiftatedvete"'i q'1 the School District as the I-'I . � s ��_p-pSqrKhkttt with local governments and the School District n em 'j,- ci'ene ii issues 'which i ----------------- consideration c ii „ i cIdaIi n of 2. Enhanci11g_pjjj,2jic---awareness--of--evacuation---zones,shelter location.s and evacuation routes: II .jA: schools his I Ilard inala i r ............................................. I Ii j CYevents . i rhe _- all taNl s at process coordination viii colla orati n with the School District in IIS lanni an itini bli school facilities. Page 1023 of 1076 EXHIBIT A Pok 'rhe its shall coordinate an vide-for--. ij w--off L I I � the S o District� �u � Lie, xInviescl ------------- facilities with surroundinif, land u-se-s and the y°oma - ... with schools. ... notice ... School District itsintent An da determination �c� � � �� the future a district and the, �� nx e Plan. 'rhe C.. " comments maa-� d -es-s--the..--a- a� abili ...... . Rt �s�sa ��� � --pl nneinfrastructurean -co-location� the p ifivwit other facilities such as libraries and communitv-c-enters., l i i d iii the "" i a . , ii�t. School Board of Palm Beach C.',ountv Palm Beach C.'bunt. ---------- 11. not be located on sides that involve sit""'l i � nt i � environmental � �i � i cp ourc I the impacts-on these conditions--or-resources-ca�� not 1)e appsgr ttly I ____Propgt € s �� � shell � � ��� k ..... . Pith the add or, .plilps of the South Florida Water Ma a 2nt; !!cable Stormwater Utility ye District. locations shall comply the Coastal Mana4gement Element of the C � �gjjf f n of sch2ofIg imate--to urban residential areas a s other ai ik �Ind-filture, land ease b 1. AA f � the School District in d n I ing- fundi. construction shynalization, access sus sad : sewer dr and other infrastructure imprgy!� Page 1024 of 1076 EXHIBIT A 2. Providinf, for the review for all. school sites as indicated in iLO—ficyi-A-8-:1 A112ove'l—all-011-1 3. Considerini.g.- elementary i n term e di ate and se con djjjy___!,tchool uses as an allowable use in most future land use desi nafions and zon' districts. ----------------- �!j.nate with the School District for the ----------- ------------------------------------------------------------------------------------------------------------------------- collocation of imblic faci it,] such__as and --p ........... communitv centers with -schools to the extent.possil-pl as sites for -------------------- �, .jjbfic facilities and schools are chosen a de e nd__ v 12mrill ------------------------------------------------------------------------------------------------------------- -------------- Q1311: �]LIVE8.19 "I rhe f coordination and !L ---------------------------- collaboration with Palm Beach C.',ountv and t�'e""School--Dist-.rict--iii the School District and Palm Beach Coilft to finpr 14r -L methodolo !jj7±_j _p gj _ijtt ij! ----------------------------MY and enhance coordination with the plans-of-the School District and !!Ctiolls' shall. be revised annually to ensure that new residential LievelopRjent and redevelop 211 information ') the --------------------------------- giunici ties and the Count as well as cha demo -----------------------------------------------t a conditions are reflected in the updated-p ------------ 4444-"-.4-74 The (-;4-C'I C-V oj�nton BeaEh Shall E6E)FA;RaW-N%44_41.-'--".e CE11661 Ily -1 in ofEle-F to- ava;1al'I 4. e r-.; We SEflool EapaE;4- J 4-11 P;S 1--;E 4- t .1y -Y Rle _E.loo. I PF.;E)F EO jSSnjRg any s;If A A -4-; te speEifiE evelopment or-der-4of new Fest-e-l-lal ffRA-S-; -2 GOOFAnlat- pjanjj4 IA, 9-11 C --l-t; ffig -.e Sehool PiSIEREt Fe F-F--an p J—' - I .- eE ons of de-velopment and Fe Aevelopment foF the Eoming yeaf, .;RfFaS4--nE4- . A ,tire Fequir-e to 5pp--4---l-001 faE;1;44es an-' amendments t 1 tothe 14reland_ffs� element, and7 CIO- tobe-F 4 eaEk -a-Aning infORRO40ff Feb-ffif-AiRg C_-FIR. y 11-F-Illy 11 _.. en al un.; S. 120 hEy 11.17. ) rr ;ty I ma; I I.e S..a int i Iffin Ole established .()Eess of E00fdination and Eojjal-o.Fa4-4oR W;4-h 4-1 e -4 A A— Q-11 Page 1025 of 1076 EXHIBIT A PistfiEt in the planning and siting of publiE sEhool faEilities in for the EolloEation of c"Ne-1 -1-1, 11 Page 1026 of 1076 EXHIBIT A III. PROPOSED AMENDMENTS TO CAPITAL IMPROVEMENTS ELEMENT Objective 9.2: Policies 9.2.3 TO 9.2.5 (deleted); 9.2.6 and 9.2.10 (amended) oFdefs, development per-mit Is Of 4evelopmentapp upon the SEhool Pish-iEt-of Palm Bead'- the CC A 1-11 of P-alffi BeaEk Count-Y, that e pfoposed development will-R+eet4he existing- single family legal .0ts of r-eEoFd. ...e Y hall Eonsi-lef as Eommi"Red - ex.; mg 4...e pu-..;E SE-oo. of the Capital impfovement Element of 14- —Aty, y Be 1. r1ompfehensive Plan. Policy 9.2.6 The availability of public facilities shall be determined and measured for the required public facility types using the following Level of Service (LOS) standards: Page 1027 of 1076 EXHIBIT A The level of service standard for all schools slall be 440 percent unless the school is the subject of a School Capacity Study ISCS' under-taken ly 04 440% u44z-a�. �o school shall' eperate in excess of 420% utilization. The SCS shall be required if _- school in the first student count of the second semester reaches 408% or higher capacity- Policy 9.2.10 The City shall continue to coordinate capital improvement projects with plans of agencies that provide public facilities within the City as follows: T7„1RliE School Facilities. The City shall provide the School PistfiEt with annual infefffiati needed to maintain sEh eel concurrency, including information required for the School PistriEt to establish -2. l_e--el of service update and FvtEe area criteria and standaf&3 and 57 School utilization, Page 1028 of 1076 EXHIBIT A IV. PUBLIC SCHOOL FACILITES ELEMENT (DELETED l ATO D D rXTOtr system -7 fi-Iffe en. a. Si-Aent gf-03JVt-h at the adopted lei f__ ___U Eetint of 1-1- , or-higher-EapaEit�- 71n®/ ++, ,,tea-11 c h , ,, ;r+,; +rhn„ nr+the fn;,,,f f that r h , ,, to he epefat4ng within 4 to the '-"a pi tal FaEiiiities Pfogfam. 11.11 as a r-esult of the . el--f ;v,na-;.-tn isma A4- +&,n+ ++. , rn+. , ,1 will e*Ee,a 11 n®/_ and Ean amen 14 A 4- e to-fefleEt4he new LOS foF that sEhool typeffl that SA. ly Page 1029 of 1076 EXHIBIT A and Fedevelopment 1.7 0 TeaEhef/student fal--4es3 and ofe LY , LY iefe uF;Rg that time shall nol on LY Table of this element MEI wide basis, as dep El OR Map an— ox this element. x the inteFloEal ngfeem nt-, 14 land uses in the afea. 2. EaEh CC A shall demonstfate that! Page 1030 of 1076 EXHIBIT A and 3. ;r+` + �. ;++, r 'I r-'2 nV,n, n,r +„ ++, , b Page 1031 of 1076 EXHIBIT A at the adepted level of sefviEe 'let: all sEheels -11 ---1- fef eaEh CC®; N Z44 Di 14 of &JuEatiow, of as defined - et-ke of lute to Fin an,.-Amendment to a apital impfevement Element fie.- m EeffiplianEe as not 1---eixib- upon 1-he oEEtir-renEe and I-F 1-he duFalion for- the follovAng Eon o 144o C itm of IT QQ. 1. I-NnEe suspended, for any of 4--'-.e a-eve r-easons, E(MEturEnEy shall e dition that the suspension has been mes -.e Eon Eause ®r hnvnnn� 4. if a l2fogfam Evaluation Repefl-FeEemmend-l- 4-1-A Page 1032 of 1076 EXHIBIT A initiate a lompfehensi-xe Plan Amendment to tefmivate—jehoe4 To provi - for ,ibl(! anj -411 __Uv_1ze and maintain the adopted leve A p4- planning peFiod. faEi;hkes3 of- ten.With the adopt We stafkdarl& Page 1033 of 1076 EXHIBIT A Capital impfevement "_17 1 4- MH6 vi A-Gi lit F q,2rq,7._„Q Planned ifi—f-r-astFuctwe and public fa-61--fi-eso .,h StIffenn-4n, _y of Pfamage PistfiEt. Page 1034 of 1076 EXHIBIT A apphEal-I 1-11 1011 1 1 above•, and, lanause alE planning with development of publiE school facili-fi-e- -luU on januaf2y_25,_20101411 443.3-1 Q0 - .c , , , , Page 1035 of 1076 EXHIBIT A to the "11-wiRt. ly 4. ConEtnrenEy ,6. pper-alion and effeEfiveness of Rhe f-onEtnrenEy ; 4. SEhool siting 2. Level of ser-v.;Ee update and ; 3. joint app-oval of Rhe enfollment pfojedbons an-, shall --11— A,j-p 4-1,;, ;nfofffiation. 11 annually _F-_ uppeft the -I evelopment of the sAL-7 4-o Eomment men ments7 Page 1036 of 1076 EXHIBIT A zones,issues swind. leEafi—I --Rd shell--errs, to alloW SEhoojS 4 emer-geney events. BeaEh Collr population projectionsT whiEk shall he amen-4e-4 annually an-4 p-Fovided to 1.4 e S-Ehool Pistfkrtr pfeve Rhis methodology and Ile Fev; A 11 iewed by all signatonies 4—.e in"r-govemmental Plan ittee , Page 1037 of 1076 I ORDINANCE NO. 19 - 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, 4 FLORIDA APPROVING AMENDMENT TO THE 5 COMPREHENSIVE PLAN TRANSPORTATION 6 ELEMENT CREATING FRAMEWORK FOR POTENTIAL 7 FUTURE ESTABLISHMENT OF A MOBILITY FEE; 8 PROVIDING FOR CONFLICTS, SEVERABILITY, AND 9 AN EFFECTIVE DATE. 10 11 WHEREAS, the City Commission of the City of Boynton Beach,Florida("City")has 12 adopted a Comprehensive Plan pursuant to Ordinance 89-38 in accordance with the Local 13 Government Comprehensive Planning Act; and 14 WHEREAS, the Currently, Boynton Beach and other county municipalities are 15 subject to Palm Beach County concurrency, road impact fees and proportionate fair share 16 regulations; and 17 WHEREAS, negative aspects of transportation concurrency systems, such as their 18 focus on roadways, inequitibility and promotion of sprawl have been generally recognized; 19 and 20 WHEREAS, Florida statutes encourage local governments to repeal transportation 21 concurrency and adopt an alternative mobility-based funding system that allows developers 22 to pay a fee as mitigation for their transportation impacts; and 23 WHEREAS, the proposed amendments add thirteen new policies for the 24 Comprehensive Plan's Transportation Element, creating a framework for potential 25 implementation of a mobility fee; and 26 WHEREAS, this revenue generator could ultimately allow the City to start funding 27 the full range of the needed multi-modal transportation improvements within its boundaries. 28 WHEREAS, within the area designated for its implementation, the future Mobility 29 Fee may replace the Palm Beach County concurrency system, the County's road impact fee 30 and the proportionate share requirements; and 31 WHEREAS, after public hearing, the City Commission deems it to be in the best 32 interest of the inhabitants of the City to amend the text of the City's Comprehensive Plan as 33 provided herein; and 34 WHEREAS, the City Commission finds that the adoptions of these Comprehensive C:AProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\4826713C-69DA-4COB-8820- B 186l C8C65E0\Boynton Beach.16089.1.Comp_Plan_Text_Amendment (mobility_fee)_- _Ordinance.docx 1 Page 1038 of 1076 I Plan Amendments are in the best interest of the health, safety and welfare of the citizens and 2 residents of the City of Boynton Beach. 3 NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF 4 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 5 Section 1. The foregoing Whereas clauses are true and correct and are now ratified 6 and confirmed by the City Commission. 7 Section 2. That the Transportation Element of the Comprehensive Plan is hereby 8 amended creating framework for potential future establishment of a mobility fee by adding 9 the words and figures in underlined type and by deleting the words and figures in struck- 10 through type, as follows: 11 12 See Exhibit"B" attached hereto and incorporated herein 13 14 Section 3. All laws and ordinances applying to the City of Boynton Beach in 15 conflict with any provisions of this Ordinance are hereby repealed. 16 Section 4. Should any section or provision of this Ordinance or any portion 17 thereof be declared by a court of competent jurisdiction to be invalid, such decision shall not 18 affect the remainder of this Ordinance. 19 Section 5. The effective date of this plan amendment shall be: The date a final 20 order is issued by the Department of Economic Opportunity finding the amendment to be in 21 compliance in accordance with Chapter 163.3184, F.S.; or the date a final order is issued by 22 the Administration Commission finding the amendment to be in compliance in accordance 23 with Section 163.3184, F.S. 24 25 FIRST READING this day of , 2019. 26 27 C:AProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\4826713C-69DA-4COB-8820- B 186l C8C65E0\Boynton Beach.16089.1.Comp_Plan_Text_Amendment (mobility_fee)_- Ordinance.docx _ 2 Page 1039 of 1076 I SECOND, FINAL READING AND PASSAGE this day of 2 2019. 3 4 CITY OF BOYNTON BEACH, FLORIDA 5 6 YES NO 7 8 9 Mayor— Steven B. Grant 10 11 Vice Mayor—Justin Katz 12 13 Commissioner—Mack McCray 14 15 Commissioner—Christina L. Romelus 16 17 Commissioner—Ty Penserga 18 19 VOTE 20 ATTEST: 21 22 23 Judith A. Pyle, CMC 24 City Clerk 25 26 (Corporate Seal) 27 28 29 CAAProgram Files(x86)\neevia.com\docConverterPro\temp\NVDC\4826713C-69DA-4COB-8820- B 186l C8C65E0\Boynton Beach.16089.1.Comp_Plan_Text_Amendment (mobility_fee)_- _Ordinance.docx 3 Page 1040 of 1076 EXHIBIT B PROPOSED AMENDMENTS TO TRANSPORTATION ELEMENT Objective 2.6: Current Policies 2.6.1 and 2.6.2 deleted; 2.6.1 to 2.6.13 new, added Objective 2.6 The City shall provide for private sector responsibility to implement project related transportation improvements, including bicycle, pedestrian, and public transit infrastructure7, particularly within the TCEA, ��`=- t'�`ii,a�sa '7�� r -£ ✓ . -�i`�Y` � V _ '-YS-"- - � --�i`' .ars '7 w9l d-s�u�� nm, 8.t Policy 2.6.1 The Citv mav seek to repel and replace Palm Beech County transportation concurrency, proportionate fair-shire and road i pact foes with a Mobility Fee based upon a Complete Streets Mobilit I'lanm The City mav also apply a Mobility Fee to the city-maintained facilities, reveahnR City transportation concurrency and proportionate fair-share applicable to local roadways. Policy 2.6.2 The Mobility Fee may be implemented and adopted citywide or MAy be adopted only for specific areas or districts within the Q!y. For each such specific area or district, an adopted obilit-y Fee shall replace both Pal Beach County transportation concurrency, proportionate fair-share and road impact fees and City transportation concurrency and Proportionate fair-share. Policy 2.6.3 The Complete Streets Mobility Ilan and Mobility Fee mav be adopted by resolution of the City Commission. The Mobility Fee would Ro into effect per the provisions of the Mobility Fee ordinance. Policy 2.6.4 Should the City Commission elect to adopt a Mobility Fee, the City, within one year of adoption of the implementinR Ordinance,shall update the Transportation and Capital hnprovement Elements of the Comprehensive Ilan to reflect the repeal of transportation concurrency proportionate fair-share and road impact fees and update policies related to level and duality of service standards, complete streets, c�p�cit determinations, backlogged facilities, transportation and associated Page 1041 of 1076 EXHIBIT B multi-modal policies and other elements addressed in the Complete Streets Mobilitv Ilan. Policy 2.6.5 The Complete Streets Mobility Ilan shall include provisions that address ability between destinations and should address accessibility to, from destinations, and between modes of travel. The improvements in the Ilan shall be based upon the expected, anticipated or desired increase in new development, infill development and redevelopment by the established horizon near and the associated increase in vehicular and person travel demand. The Complete Streets Mobility flan shall include Quality and level of service standards for all modes of travel. Policy 2.6.6 The City, as part of a Complete plete Streets Mobility flan, may adapt ualit and/or level of service standards for pedestrians, bicycle, transit and other multi-modal facilities included in the flan. C ualit-Y of Service standards shall be related to the overall travel experience of the user with higher standards established in areas where wallcin , bic clingy, transit and other non-vehicular modes of travel are encour°a ed. Level of Service standards shall be related to the width or size of pedestrian, bicycle and non-vehicular facilities with wider and lar° er° facilities in areas where non-vehicular modes of travel are encouraged and frequency of transit service with Rreater frequencies and spans of service in areas where transit is encour°a ed. Policy 2.6.7 The Complete Streets Mobility flan mav serve as a Master flan for roads and transit within the City, and also function as a Bicycle, Pedestrian, Trails, Blueways, Greenways and other non-vehicular modes or travel Master flan. m Policy 2.6.8 The Complete Streets Mobility flan mav also incorporate provisions for reduced heat island effects and improve air duality thr°ouh trees and landscaping and to reduce stor water°run-off and water duality thr°ou h the rote ration of low impact development techniques, bio-swales, rain ar°dens and other Rreen techniques that can be incorporated into the planning, design and construction of transportation improvements. Policy 2.6.9 The Complete Streets Mobility flan may include policies related to land use to encour°a e multi-modal supportive development. The flan may also include provisions that allow for reduction in development par°ldn requirements in recognition of car and bicycle sharing in complete streets. , and parkinR str°ate ies that reduce parkinR requirements for fixed-use, multi-modal development and affordable housing. Policy 2.6.10 The Mobility dee would be a one-time assessment on new development or redevelopment that results in ani pact to the transportation sa ste Page 1042 of 1076 EXHIBIT B throw h an increase in vehicular trips or vehicular miles of travel or an increase in_person trips or person miles of travel. The Mobilit@ Fee, consistent with State Statute, shall be required to meet the dual rational nexus test and shall be reasonably attributable to the travel demand impact of new development infill and redevelopment. Policy 2.6. 1 The Mobility dee mav include provisions to encoura e and incentivize new development, infill and redevelopment within targeted areas of the City. The Mobility dee mav also include provisions to encourage affordable and workforce housing, mixed-use, inti-modal supportive development, and desired land uses that increase employment and attract economic development. Policy 2.6m12 An application for private development may not be required to pay a Mobility dee and also meet transportation concurrency, proportionate- fair share and road impact fees to the extent the Mobility dee address the same facilities and travel demand impacts as would be addressed through the application of transportation concurrency, proportionate- fair share and road impact fees for City and/or County or State maintained facilities. Policy 2.6.13 In consideration of a future Complete Streets Mobility Ilan,the City may review the Land Development Re Mations to consider incentives for and accommodate the needs of compact four and two wheel vehicles (such as hybrids, smart cars, and vespas/scooter°s, etc.) by assessing the parldng requirements and other provisions of the code. Page 1043 of 1076 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 19-008 STAFF REPORT TO: Chairman and Members Planning and Development Board FROM: Hanna Matras Senior Planner THRU: Ed Breese Planning and Zoning Administrator DATE: March 8, 2019 PROJECT: Comprehensive Plan's Text Amendments (CPTA 19-002, School and Transportation ) REQUEST: Approve text amendments to the Comprehensive Plan, including: (1) Future Land Use, Intergovernmental Coordination and Capital Improvements Elements, reflecting elimination of school concurrency and deletion of the Public School Facilities Element; and (2) the Transportation Element, creating framework for potential future establishment of a mobility fee. City-initiated. PROCEDURE The proposed text amendments to the adopted Comprehensive Plan policies are subject to the Expedited State Review Process per provisions of Chapter 163.3184(3) and (5), Florida Statutes. The Expedited State Review Process applies to all comprehensive plan amendments, except for small-scale map amendments and amendments that must follow State Coordinated Review Process, such as those based on the Evaluation and Appraisal Review (EAR). If the City Commission approves the proposed amendments, they will be transmitted for review to the State Land Planning Agency (currently DEO, Florida Department of Economic Opportunity), and to other state and regional level commenting agencies as required by Florida Statutes. The amendments are anticipated to be adopted in July 2019. Page 1044 of 1076 Page 2 File Number CPTA 19-002 School Planing and Transportation SUMMARY OF PROPOSED AMENDMENTS I. ELIMINATION OF LANGUAGE RELATED TO SCHOOL CONCURRENCY Background The amendments pertaining to elimination of school concurrency are based on the provisions of the "Interlocal Agreement Between the School District of Palm Beach County, Palm Beach County and Municipalities of Palm Beach County for Coordinated School Planning" (Coordinated Planning Agreement), dated December 15, 2016. Boynton Beach became a participant in the said agreement on February 20, 2016 (Resolution 16-034). The Coordinated Planning Agreement replaced a 2001 interlocal agreement that coordinated countywide school facility planning through school concurrency. The coordination involved sharing information on development proposals and approvals, school siting and population projections to plan for future school needs. The new Coordinated Planning Agreement focuses on data sharing already in place, while the school level-of-service and concurrency has been eliminated (it is no longer required by Florida Statutes). The agreement sets up a process through which residential projects are reviewed by the School District for determining capacity. Proposed Amendments The amendments propose to: • Transfer the coordinated school planning objectives and policies from the Public School Facilities Element to Intergovernmental Coordination Element; • Delete the Public School Facilities Element; and • Change reference language in the Future Land Use Element and Capital Improvements Element to be consistent with the new policies. The changes in strike-out and underline for each Element are provided in EXHIBIT A. Please note that the subject amendments align with the Palm Beach County Comprehensive Plan text amendments (State Land Planning Agency 17-1 ESR) adopted on April 26, 2016. II. PROPOSED LANGUAGE IN SUPPORT OF A MOBILITY FEE Background Concurrency for public facilities was brought about by the 1985 Growth Management Act. It requires that public facilities and services needed by new development be available concurrent with impacts of new development. For transportation, it means that adopted level of service for roadways be maintained. Page 1045 of 1076 Page 3 File Number CPTA 19-002 School Planing and Transportation Over the last decade, as the unintended consequences of the transportation concurrency—including promotion of urban sprawl—become increasingly obvious, the concurrency-related statutory requirements were gradually modified, moving from regulating capacity towards the emphasis on planning for mobility: • In 2009, the Florida Legislature eliminated the requirement for transportation concurrency in most urban areas, and directed that a study of transportation mobility fees be performed; • In 2011, the state requirement for transportation concurrency for the remaining areas was also removed, but the statutes allowed local governments to continue transportation concurrency if they so desired; • In 2013, the Florida Legislature changed the law to encourage local governments to repeal transportation concurrency and adopt an alternative mobility-based funding system that allows developers to pay a fee as mitigation for their transportation impacts. A number of Florida counties and municipalities transitioned or are considering transitioning from the traditional transportation concurrency, roadway impact fees and proportionate share requirements to a mobility fee, a one-time mitigation payment on all new development for its impact on the transportation system. Fee calculation methodologies may differ; however, a mobility fee-based funding system must comply with the same "dual rational nexus test" applicable to impact fees—i.e. (1) there must be a reasonable connection between the improvements to be funded and the impact of development; and (2) New development that pays the fees must receive a benefit from the payment. The system's "rational nexus" can be based on the objectives/premises embedded in a variety of local government's planning documents, such as a mobility plan, a comprehensive plan, or redevelopment plans that identify programs or projects tied to projected future conditions. Per the statutory requirements, the mobility fee revenue must be expended to implement the needs determined by the plan(s) that serves as the basis for the imposition of the fee. The mobility fee is thus tied to the local planning objectives. Local governments are allowed considerable flexibility in the use of collected fees—they can be invested in full range of multi-modal mobility improvements, including transit, bike lanes, sidewalks, trails, as well as roadways. The mobility fee is also fair to developers, who would only pay for impacts created by their project. The concurrency system bases its fees on the impact of development on roads: no fees are charged until the roadway is deemed over capacity, so the last developer is forced to pay for all of the improvements required to accommodate his/her development, as well as for those that accommodated all the predecessors. Proposed Amendments The proposed amendments would set up a framework for implementation of a Mobility Fee, which would ultimately allow the City to generate revenue to fund the needed Page 1046 of 1076 Page 4 File Number CPTA 19-002 School Planing and Transportation transportation system improvements within the City's boundaries The amendments include thirteen new policies for the Comprehensive Plan's Transportation Element (see EXHIBIT B). All would be placed under the existing Objective 2.6, which pertains to private funding of multimodal mobility improvements. The objective's TCEA language would be deleted, as well as its two existing policies. Within the area designated for its implementation, the future Mobility Fee would replace the Palm Beach County concurrency system, the County's road impact fee and the proportionate share requirements. It would also trigger rescission of the City's concurrency and proportionate share regulations applicable to the local (City's) roadways. The proposed framework is consistent with the statutory requirements of Section 163.3180, including that a Mobility Fee: • Must comply with the rational nexus test applicable to impact fees; and • Must fund the needs of the plan that serves as the basis for its imposition. The City would base the future Mobility Fee on a yet to be developed Complete Streets Mobility Plan, which will determine the type, location, and scope of the needed improvements. The Mobility fee could be implemented in specific areas or citywide. The implementation of the Mobility Fee would require further updates to the Transportation and the Capital Improvements Elements and subsequent amendments to the Land Development Regulations. RECOMMENDATION Staff recommends that the City Commission, acting in its capacity as the Local Planning Agency, approve the proposed amendments for transmittal to the State Land Planning Agency (Florida Department of Economic Opportunity) and reviewing agencies. ATTACHMENTS S:\Planning\SHARED\WP\SPECPROJ\Comp Plan Text Amendments\CPTA 19-002 School&Transportation\P&D\Staff Report CPTA 19-002 School and Transportation.docx Page 1047 of 1076 11.A. NEW BUSINESS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Discuss Commission interest and authorize travel to National League of Cities City Summit in San Antonio, TX on November 20-23, 2019. EXPLANATION OF REQUEST: National League of Cities is holding their annual City Summit in San Antonio, TX from November 20-23, 2019. Discuss and decide if any members of the Commission are interested in attending. Early registration is June 30, 2019. Estimated costs: Registration $ 500 Airfare $ 500 Hotel/Expenses $ 960 Estimated Total $1,960 HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Budgeted Travel funds are budgeted under account 001-1110-511-40-12, FY 18/19 budget is$22,800, FY 19/20 anticipated to be the same. ALTERNATIVES: Do not approve commission travel STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1048 of 1076 11.B. NEW BUSINESS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Mayor has requested for Commission to discuss using comment cards. EXPLANATION OF REQUEST: Previous sample of comment card attached HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Attachment Comment Card Page 1049 of 1076 Date: �� � � v��K� ��� u-��� �� Kv�u� u�u�rav��� ��^�� y i«��Sm� 14 / yEEK«14ci PUBLIC rIJTIE14CE COyE14T CraRu' Wevalue your input and comments! Name: Address: City: State: Zip: E] | would like to receive future email newsletter oremergencies notifications via email. Email: Check all that apply: El | support this agenda item El | wish hospeak hothe City Commission El | oppose this agenda item E] | donot wish tospeak tothe City Commission Instructions: ^ Please complete one card for each topic. • No public audience comments cards will be accepted after the agenda item discussion has begun. • Please present your public audience comment card to the staff member. • When your name is called to speak, approach the podium and speak directly into the microphone. ^ You will have 3minutes tovoice your opinion. Questions/Comments: This card is public record. Date: CITY OF BOfNT014 BEACH CO'MMISS10/4 MEET114c L-1 i �� �P /BLICrI/TIE^4CE C*0 �z�� pv�� Wevalue your input and comments! Name: Address: City: State: Zip: E] | would like to receive future email newsletter oremergencies notifications via email. Email: Check all that apply: E] | support this agenda item E] | wish hospeak hothe City Commission El | oppose this agenda item E] | donot wish tospeak tothe City Commission Instructions: ^ Please complete one card for each topic. • No public audience comments cards will be accepted after the agenda item discussion has begun. ^ Please present your public audience comment card to the staff member. • When your name is called to speak, approach the podium and speak directly into the microphone. ^ You will have 3minutes tovoice your opinion. Questions/Comments: This card is public record. Page 1050Of1076 12.A. LEGAL 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED ORDINANCE 19-010 - SECOND READING - Amending Chapter 14 of the Code of Ordinances entitled "Motor Vehicles and Traffic" creating Section 14- 13 entitled "Motorized Scooters". EXPLANATION OF REQUEST: Proposed Senate Bill 542 sponsored by Senator Jeff Brandes and House Bill 453 sponsored by Representative Jackie Toledo, both related to the regulation of motorized scooters, have been filed for consideration during the 2019 legislative session. A copy of both Bills are attached. The Bills initially contain the following key provisions: . MICROMOBILITY DEVICE is defined for the first time in Florida Statutes as: Any motorized transportation device made available for private use by reservation through an online application, website, or software for point-to-point trips, which is incapable of traveling at speeds greater than 20 miles per hour on level ground. This term includes motorized scooters and bicycles as defined in this section. . MOTORIZED SCOOTER is redefined as shown—Any vehicle or micromobilitv. device that is dowered bL a motor with or without no h ,.:._ a seat or saddle for the use of the rider, designed to travel on not more than three wheels, and not capable of propelling the vehicle at a speed greater than 20 3 miles per hour on level ground. . A municipality may regulate the operation of micromobility devices and for-hire motorized scooters but a municipal ordinance or regulation may not conflict with this chapter or federal law and may not be more restrictive than the City regulation of bicycles. . The City may require a person offering micromobility devices or for-hire motorized scooters to obtain a City license. . The operator of a micromobility device or motorized scooter has all of the rights and duties applicable to the rider of a bicycle. . A person is not required to have a valid driver license to operate a micromobility device or motorized scooter. . A person may park a micromobility device or motorized scooter on sidewalks in a manner that does not impede the normal movement of pedestrian traffic. Currently, operation of a motorized scooter is prohibited on sidewalks or sidewalk areas: (1) Except as provided in s. 316.008 or s. 316.212(8), a person may not drive any vehicle other than by human power upon a bicycle path, sidewalk, or sidewalk area, except upon a permanent or duly authorized temporary driveway. (2)A violation of this section is a noncriminal traffic infraction, punishable as a moving violation as provided in chapter 318. (3)This section does not apply to motorized wheelchairs Fla. Stat. Ann. § 316.1995 (West) However, per Florida Statute 316.008(7)(a) a county or municipality may enact an ordinance to permit, Page 1051 of 1076 control, or regulate the operation of vehicles, golf carts, mopeds, motorized scooters, and electric personal assistive mobility devices on sidewalks or sidewalk areas when such use is permissible under federal law. The ordinance must restrict such vehicles or devices to a maximum speed of 15 miles per hour in such areas. The City does not have an ordinance permitting motorized scooters to operate on sidewalks. If the proposed Bills become law as worded, an ordinance prohibiting motorized scooters on sidewalks would not be enforceable unless the ordinance also prohibited bicycles. Anticipating the passage of new laws that preempt municipal regulation of motorized scooters the Commission requested the preparation of an Ordinance banning motorized scooters with the hope that some or all of a City ordinance adopted in advance of new state law might survive the new state law. To that end, the proposed ordinance was drafted. The most recent action at the State level is reflected in the Committee Amendment attached. All versions of the proposed legislation to date significantly limit municipal regulation and provide for regulation exclusively by State and Federal Law. Additional policy guidance from the Commission is needed to refine the proposed ordinance. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? TBD FISCAL IMPACT: TBD ALTERNATIVES: 1. Not adopt ordinance banning motorized scooters 2. Revise ordinance banning motorized scooters STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Description D Ordinance Ordinance banning motorized scooters for second reading Page 1052 of 1076 I ORDINANCE NO. 19- 2 3 AN ORDINANCE OF THE CITY COMMISSION OF THE 4 CITY OF BOYNTON BEACH, FLORIDA, AMENDING 5 CHAPTER 14 OF THE CODE OF ORDINANCES OF THE 6 CITY ENTITLED "MOTOR VEHICLES AND TRAFFIC"; 7 CREATING SECTION 14-13 ENTITLED "MOTORIZED 8 SCOOTERS"; PROVIDING FOR DEFINITIONS; 9 PROVIDING FOR REGULATIONS; PROVIDING FOR 10 PENALTY; PROVIDING FOR CODIFICATION, 11 CONFLICTS, SEVERABILITY; AND PROVIDING FOR 12 AN EFFECTIVE DATE. 13 14 WHEREAS, motorized scooters are micromobility devices that are an emerging 15 transportation option that has been marketed to community members and tourists around 16 the county as a transportation option of motorized scooter sharing services; and 17 WHEREAS, the measures set forth in this ordinance are intended to create 18 guidelines and procedures for the use and parking of Motorized Scooters throughout the 19 City; and 20 WHEREAS, the City Commission finds that it is in the best interest of the 21 community,residents, and the businesses of the City of Boynton Beach to amend Chapter 22 14 of the City's Code of Ordinances and create Section 14-13 entitled "Motorized 23 Scooters". 24 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION 25 OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: 26 27 Section 1: The foregoing"WHEREAS" clauses are hereby ratified and confirmed 28 as being true and correct and made a specific part of this Ordinance by this reference. 100282595.1306-90018211 Page 1 of 4 CODING: Words in st+4i�=type are deletions from existing law; Words in underlined type are additions. Page 1053 of 1076 I Section 2: Chapter 14 of the Code of Ordinances of the City of Boynton Beach is 2 amended by creating the followingi: 3 Section 14-13—Motorized Scooters 4 (a)—Purpose and Applicability 5 1) The purpose of this Article is to prohibit the use, rental, and parking of 6 Motorized Scooters in the City of Boynton Beach. 7 2) The provisions of this Article shall apply to the use and parking of Motorized 8 Scooters. For the purposes of this Article, the User shall be liable for 9 complying with the applicable provisions of this Article and either can be 10 issued citations and subject to fines for violation of the provisions of this I I Article. 12 3) Law enforcement agencies and their personnel are exempted from the 13 provisions of this article while utilization is in the course of police operations. 14 (b)—Definitions 15 For the purposes of this Article, the following words shall have the meaning 16 indicated: 17 1) Motorized Scooter or Scooter shall mean a micromobility device that is 18 powered by a motor with or without having a seat or saddle. 19 2) User means the person who operated a Motorized Scooters. 20 21 1 Text reflects amendment of the Ordinance on second and final reading 100282595.1306-90018211 Page 2 of 4 CODING: Words in st+4i�=type are deletions from existing law; Words in underlined type are additions. Page 1054 of 1076 I (c)— General Regulations 2 The use and the parking of a Motorized Scooter is prohibited within the jurisdictional 3 limits of the City of Boynton Beach.. 4 (d)—Penalty 5 Any violation of this Article that is not prosecuted as a violation of State traffic laws may 6 be prosecuted as a municipal ordinance and is punishable by a fine of$100.00 for each 7 violation. 8 Section 3: Codification. It is the intention of the City Commission of the City of 9 Boynton Beach, that the provisions of this Ordinance shall become and made a part of the 10 Code of Ordinances of the City of Boynton Beach, Florida, and that the Sections of this II Ordinance may be renumbered, re-lettered and the word "Ordinance" may be changed to 12 "Section," "Article" or other word or phrase in order to accomplish such intention. 13 Section 4: Conflicts. All Ordinances or parts of Ordinances, Resolutions or 14 parts thereof in conflict herewith,be and the same are hereby repealed to the extent of such 15 conflict. 16 Section 5: Severability. Should any section, provision, paragraph, sentence, 17 clause of word of this Ordinance or portion hereof be held or declared by any court of 18 competent jurisdiction to be unconstitutional or invalid, in part or application, it shall be 19 considered as eliminated and shall not affect the validity of the remaining portions or 20 applications of this Ordinance. 21 Section 6: Effective Date. This Ordinance shall become effective on upon 22 adoption. 23 100282595.1306-90018211 Page 3 of 4 CODING: Words in st+4i�=type are deletions from existing law; Words in underlined type are additions. Page 1055 of 1076 I PASSED ON FIRST READING BY THE CITY COMMISSION OF THE CITY OF 2 BOYNTON BEACH,FLORIDA, THIS 16th DAY OF APRIL 2019. 3 4 PASSED AND ADOPTED ON SECOND AND FINAL READING BY THE CITY 5 COMMISSION OF THE CITY OF BOYNTON BEACH,FLORIDA THIS 7TH DAY 6 OF MAY,2019. 7 8 9 CITY OF BOYNTON BEACH, FLORIDA 10 II YES NO 12 13 Mayor— Steven B. Grant 14 15 Vice Mayor—Justin Katz 16 17 Commissioner—Mack McCray 18 19 Commissioner—Christina L. Romelus 20 21 Commissioner—Ty Penserga 22 23 VOTE 24 ATTEST: 25 26 27 28 Judith A. Pyle, CMC 29 City Clerk 30 31 32 33 (Corporate Seal) 34 100282595.1306-90018211 Page 4 of 4 CODING: Words in st+4i�=type are deletions from existing law; Words in underlined type are additions. Page 1056 of 1076 12.B. LEGAL 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED ORDINANCE NO. 19-016 - FIRST READING -Approve amending Part 2 of the City of Boynton Beach Code of Ordinances, Chapter 16, Section 16-18 adding a definition of mooring and Section 16-60 Establishing hours of use at Harvey E. Oyer, Jr. Park., Item (d) to clarify non-permitted use. EXPLANATION OF REQUEST: Item (d) currently specifies that the Oyer Park shall not be used for storage of any kind, including but not limited to storage of vessels, vehicles and trailers. The Recreation & Parks Department recommends amending the ordinance by adding the word "mooring" so as to provide better clarity as to what is not permitted. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Although this as not been a major problem, on occasion, boats are left along the water's edge at the Park for several hours. This can become problematic if a boat becomes loose and enters into the channel feeding in and out of the boat ramps, which can become very busy. FISCAL IMPACT: Non-budgeted No impact. ALTERNATIVES: Do not approve the change. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1057 of 1076 ATTACHMENTS: Type Description Ordinance clarifying that mooring of boats is not D Ordinance permitted at Harvey Oyer Jr Park Page 1058 of 1076 1 2 ORDINANCE NO. 19- 3 4 AN ORDINANCE OF THE CITY OF BOYNTON BEACH, FLORIDA, 5 AMENDING PART II, CODE OF ORDINANCES, CHAPTER 16, 6 "PARKS AND RECREATION", ARTICLE II, "CITY PARKS AND 7 BEACHES", SECTION 16-18 ADDING A DEFINITION FOR 8 MOORING; AMENDING SECTION 16-60, "ESTABLISHING HOURS 9 OF USE AT HARVEY E. OYER, JR. PARK", SUBSECTION (d) TO 10 CLARIFY WHAT IS NOT PERMITTED; PROVIDING FOR 11 CONFLICTS, SEVERABILITY, CODIFICATION AND AN 12 EFFECTIVE DATE. 13 14 WHEREAS, City staff has been reviewing existing code language to assure that the 15 Parks and Recreation Chapter is clear and consistent throughout the Code of Ordinances; and 16 WHEREAS,Boynton Beach Harvey E. Oyer,Jr.Park is one of the City's most popular 17 and busiest parks; and 18 WHEREAS, the boat launch docks at Harvey Oyer park are frequently used and 19 limited in space; and 20 WHEREAS, on occasion, boats are left along the water's edge at the park for several 21 hours which can be a problem if a boat becomes loose and enters into the channel feeding in 22 and out of the boat ramps; and 23 WHEREAS, to allow full and fair access to the boat launch docks, City staff has 24 determined that the ordinance should be amended to clarify that mooring is not permitted; and 25 WHEREAS,the City Commission deems it to be in the best interest of the citizens and 26 residents of the City to amend Chapter 16 of the City's Code of Ordinances as hereinafter 27 referenced. 28 NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF 29 THE CITY OF BOYNTON BEACH, THAT: 30 Section 1. The foregoing "Whereas" clauses are true and correct and incorporated 31 herein by this reference. 32 Section 2. Chapter 16, "Parks and Recreation", Article H, "City Parks and 33 Beaches", Section 16-18, "Definitions" of the City's Code of Ordinances is hereby amended S:ACA\Ordinances\Chapter 16-Boat Docks At Harvey Oyer Park(Mooring)(2019).Docx 1 Page 1059 of 1076 34 by adding the words and figures in underlined type and by deleting the words and figures in 35 struck-through type, as follows: 36 Sec. 16-18. Definitions. 37 As used in this article: 38 Director means the Recreation and Parks Director of the city. 39 Park means land owned by the city, and intended for current or future active or passive 40 recreation. 141 Mooring means the act, or a means, of fastening a ship/vessel. 42 Vehicle means any wheeled conveyance, whether motor powered, animal-drawn, or self- 43 propelled. The term shall include any trailer in tow of any size, kind or description. 44 Exception is made for baby carriages and vehicles in the service of the city parks. 45 46 Section 3. Chapter 16, "Parks and Recreation", Section 16-60 of the City's Code 47 of Ordinances is hereby amended by adding the words and figures in underlined type and by 48 deleting the words and figures in struck-through type, as follows: 49 Sec. 16-60. Establishing hours of use at Harvey E. Oyer, Jr. Park. 50 51 (a) The Harvey E. Oyer, Jr. Park shall be closed at 10:00 p.m. to all persons, except: 52 (1) Fishermen; 53 (2) Boaters actively engaged in fishing or boating or preparation thereof, and 54 (3) Official permit holders utilizing the boat club building. 55 56 (b) It shall be unlawful for anyone, except the enumerated persons,to enter the Park between 57 the hours of 10:00 p.m. and dawn of the next day. 58 59 (c) The Harvey E. Oyer, Jr. Park shall not be used for storage of any kind, including but not 60 limited to, storage of vessels, vehicles and trailers. 61 62 (d) The docks in the lagoon at the park are intended for loading and unloading boats. The 163 loading/unloading docks shall not be used for storage 21 �mooring and all persons who 64 use the loading/unloading docks must clear the docks as quickly and efficiently as 65 possible. No boats, personal property, or other objects shall occupy or obstruct the 66 loading/unloading docks for more than thirty (30) minutes at a time. 67 68 (e) No tether, lock or other personal property shall be permanently attached to any fixtures, 69 trees or other objects on the Harvey E. Oyer, Jr. Park premises. 70 71 (f) Any decal holder actively engaged in fishing, boating or preparation thereof for a period 72 of three (3)days or more shall notify the city in writing in advance. The city shall tag the 73 trailer and/or vehicle of any such decal holder as an"Extended Stay"vehicle. Any vehicle 74 or trailer that remains in the Park for three (3) days or more without prior permission 75 from the city shall be removed, towed or otherwise disposed of at the owner's expense. 76 S:\CA\Ordinances\Chapter 16-Boat Docks At Harvey Oyer Park(Mooring)(2019).Docx 2 Page 1060 of 1076 77 (g) Vehicles without a trailer may only park in areas designated for single vehicles. 78 79 Section 4. Each and every other provision of the Code of Ordinances of the City 80 of Boynton Beach not herein specifically amended shall remain in full force and effect as 81 previously enacted. 82 Section 5. All ordinances or parts of ordinances in conflict herewith be and the 83 same are hereby repealed. 84 Section 6. Should any section or provision of this ordinance or portion hereof, any 85 paragraph, sentence or word be declared by a court of competent jurisdiction to be invalid, 86 such decision shall not affect the remainder of this ordinance. 87 Section 7. Authority is hereby granted to codify said ordinance. 88 Section 8. This ordinance shall become effective immediately upon passage. 89 90 FIRST READING this day of 2019. 91 92 SECOND, FINAL READING AND PASSAGE this day of , 2019. 93 94 CITY OF BOYNTON BEACH, FLORIDA 95 96 YES NO 97 98 Mayor— Steven B. Grant 99 100 Vice Mayor—Justin Katz 101 102 Commissioner—Mack McCray 103 104 Commissioner—Christina L. Romelus 105 106 Commissioner—Ty Penserga 107 108 109 VOTE 110 ATTEST: 111 112 113 114 Judith A. Pyle, CMC 115 City Clerk 116 117 118 (Corporate Seal) S:ACA\Ordinances\Chapter 16-Boat Docks At Harvey Oyer Park(Mooring)(2019).Docx 3 Page 1061 of 1076 12.C. LEGAL 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: PROPOSED ORDINANCE NO. 19-017 - FIRST READING -Approval of Ordinance amending Section 14.3 regulating truck and other commercial use vehicle parking in residential neighborhoods. EXPLANATION OF REQUEST: Long term and overnight parking in residential neighborhoods of trucks, trailers, and other non-passenger vehicles (excluding recreational vehicles) creates visual blight. Truck parking, other than temporary parking associated with delivery or site construction work is not consistent with the character of residential neighborhoods. The code amendments contained in this ordinance establish clearer guidelines and penalties (fines) for violation of parking restrictions. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? Advances Safe and Livable Neighbors elements of the City's Strategic Plan FISCAL IMPACT: Non-budgeted Insignificant increase in revenue resulting from collection of fines. ALTERNATIVES: Expand or reduce listed vehicles Modify fines Take no action STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: See above CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1062 of 1076 ATTACHMENTS: Type Description D Ordinance Ordinance regulating truck and commercial vehicle parking in residential neighborhoods Page 1063 of 1076 I ORDINANCE NO. 19- 2 3 AN ORDINANCE OF THE CITY OF BOYNTON BEACH FLORIDA 4 AMENDING CHAPTER 14, MOTOR VEHICLES AND TRAFFIC, 5 SECTION 14.3, TRUCK PARKING REGULATED; ADDING 6 DEFINITIONS, PROVIDING FOR PENALTIES; PROVIDING FOR 7 CONFLICTS, SEVERABILITY, CODIFICATION, AND AN 8 EFFECTIVE DATE. 9 10 WHEREAS, the City Commission finds that the parking of trucks designed or used 11 primarily for commercial hauling or transportation and truck trailers in or immediately adjacent 12 to residential neighborhoods creates visual blight; and 13 14 WHEREAS, it is the desire of the City Commission to promote harmonious and 15 healthful development including adequate provisions for traffic, the promotion of safety and 16 the promotion of good civic design and appearance. 17 18 19 NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 20 THE CITY OF BOYNTON BEACH, FLORIDA,AS FOLLOWS: 21 22 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 23 being true and correct and are hereby made a part of this Ordinance. 24 25 Section 2. Section 14.3 of Chapter 14 of the Code of Ordinances is hereby deleted in 26 its entirety and replaced as follows: 27 28 Sec. 14-3. Truck parking, regulated. 29 1. The intent of this Section is to limit and prohibit the parking in residential areas of 30 the City of trucks or other vehicles that are primary designed for commercial use 31 and not primarily designedpassenger as passengas passenger vehicles and: 32 a. to eliminate the visual blight created by large commercial vehicles 33 being parked in residential areas over-night(from dusk to dawn) or for long 34 periods of time. 35 b. to minimize physical damage to publicly maintained rights of way. 36 C. to protect property values and character of property within residential 37 developments. 38 d. to reduce traffic congestion._ 39 e. to protect children from traffic injuries. 40 2. It is hereby declared unlawful for any individual to park,cause to be parked or allow 41 to be parked any of the following vehicles for a longer period than fifteen (15� 42 minutes or to allow the vehicle motor or any accessory refrigeration or cooling 43 motor running in any area of the city zoned for sin_ e family residential use as 1 S:ACA\Ordinances\Truck Parking V2(1st Read).Docx Page 1064 of 1076 44 defined on the City's Official Zoning Map or along any street that fronts such 45 residential area without regard to the zoning classification: 46 a. Any truck, truck cab, truck trailer, farm, or construction vehicle or heavy 47 equipment, semi-tractor, bus, dump truck, or wrecker/tow truck, 48 b. Any motor vehicle with more than two (2) axels excluding a recreational 49 vehicle, 50 c. Any motor vehicle having a Gross Vehicle Weight Rating(GVWRgreater 51 than 16,000 pounds excluding a recreational vehicle, and 52 d. Any truck with a gross vehicle weight rating (GVWR) between 14,000 lbs. 53 and 16,001 lbs. that has been designed or modified to replace the standard truck 54 bed to accommodate a commercial purpose (i.e. conversion to a "box" truck, 55 "flat bed", tow truck, dump truck, or for general utility_purpose). 56 e. Any other vehicle designed, manufactured, modified or marketed for 57 commercial use as opposed beingdesigned, manufactured, modified or 58 marketed for passenger use. 59 3. Exceptions to the above standards, excluding the running of motors, are limited to 60 the following: 61 a. When in connection with the actual loading or unloading of such vehicle, 62 delivering of goods or services, and/or construction activity pursuant to 63 permitted improvements to the property, and 64 b. Recreational vehicles, which are regulated separately from this section 65 of the Code of Ordinances. 66 C. When the commercial vehicle has no more than two axels and is parked 67 on a single family zoned property and the vehicle owner is either the property 68 owner or leasehold occupant of the property and the vehicle is fully parked on a 69 paved driveway and does not encroach a sidewalk, swale, or the adjacent right 70 of way. 71 4. A violation of this Section of the Code constitutes a Municipal Ordinance Violation 72 and is subject to penalties as set forth in Section 1-6 of the Code of Ordinances. The 73 city mayprosecuteviolations by issuance of notices to wear for violation of a City 74 Ordinance, in which case, the penalty for a violation shall be as follows: 75 a. First violation - $100.00 76 b. Second violation - $200.00 77 c. Third or more violations - $500.00 per violation 78 2 S:ACA\Ordinances\Truck Parking V2(1st Read).Docx Page 1065 of 1076 79 Each calendar day on which a violation exists shall constitute a separate 80 violation for the purpose of determining the fine. 81 82 Section 3. Codification. It is the intention of the City Commission of the City of 83 Boynton Beach, that the provisions of this Ordinance shall become and made a part of the Code of 84 Ordinances of the City of Boynton Beach, Florida, and that the Sections of this Ordinance may be 85 renumbered,re-lettered and the word "Ordinance" may be changed to "Section," "Article" or other 86 word or phrase in order to accomplish such intention. 87 88 Section 4. Conflicts. All Ordinances or parts of Ordinances, Resolutions or parts 89 thereof in conflict herewith,be and the same are hereby repealed to the extent of such conflict. 90 91 Section 5. Severability. Should any section, provision, paragraph, sentence, clause of 92 word of this Ordinance or portion hereof be held or declared by any court of competent jurisdiction 93 to be unconstitutional or invalid,in part or application,it shall be considered as eliminated and shall 94 not affect the validity of the remaining portions or applications of this Ordinance. 95 96 Section 6. Effective Date. This Ordinance shall become effective on upon adoption 97 but enforcement shall be delayed until after September 1, 2019 to afford the City Administration 98 time to provide notice to the public of these regulations. 99 100 FIRST READING this day of 2019. 101 102 SECOND, FINAL READING AND PASSAGE this day of , 2019. 103 104 CITY OF BOYNTON BEACH, FLORIDA 105 YES NO 106 107 Mayor— Steven B. Grant 108 109 Vice Mayor—Justin Katz 110 111 Commissioner—Mack McCray 112 113 Commissioner—Christina L. Romelus 114 115 Commissioner—Ty Penserga 116 117 VOTE 118 ATTEST: 119 120 121 122 Judith A. Pyle, CMC 123 City Clerk 124 (Corporate Seal) 3 S:ACA\Ordinances\Truck Parking V2(1st Read).Docx Page 1066 of 1076 13.A. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Department to give brief presentation of their operations Fire- May 2019 Development- July 2019 Library - September 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1067 of 1076 13.B. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Caler, Donten & Levine (city auditors)will present the Comprehensive Annual Financial Report for FY 2018. - May 21, 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: Page 1068 of 1076 13.C. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Discussion of Elected Officials expense stipend - May 21, 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1069 of 1076 13.D. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Representative Mike Caruso post-legislative update- June 4, 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1070 of 1076 13.E. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Commission wants to discuss public safety as it relates to the Town Square Redevelopment- June 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1071 of 1076 13.F. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Staff to review Development Department's plan review processes to identify efficiencies and technologies to assist with timely review of plans/projects- July 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1072 of 1076 13.G. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Budget Workshops for 2019/20 proposed budget: Budget Workshops at Intracoastal Park Clubhouse; Monday, J my 15, 2019 @ 5:00 P.M. Tuesday, July 16, 2019 @ 10:00 A.M. Wednesday, July 17, 2019 @ 2:00 P.M. EXPLANATION OF REQUEST: Our FY 2019/2020 Budget process is underway. Proposed Budget Workshops are scheduled to be held July 15-17, 2019 at the Intracoastal Park Clubhouse. Typically the Commission staggers the starting times to accommodate the public's attendance at these workshops. The Commission adopts a Preliminary Fire Assessment Resolution and a Tentative Millage Rate Resolution at these workshops. Based on past Workshops times, staff is recommending the following times: Monday, July 15, 2019: 5:00 p.m. Tuesday, July 16, 2019: 10:00 a.m. Wednesday, July 17, 2019: 2:00 p.m. As a reminder, Tuesday, July 16, 2019 there will also be a regular City Commission meeting at 6:30 pm. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Page 1073 of 1076 Is this a grant? No Grant Amount: Page 1074 of 1076 13.H. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: The Mayor has requested a discussion of possible changes to Seacrest Corridor zoning and land use - TBD EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 1075 of 1076 13.1. FUTURE AGENDA ITEMS 5/7/2019 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 5/7/2019 REQUESTED ACTION BY COMMISSION: Staff to provide update on Town Square Project- May 21, 2019 EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: Page 1076 of 1076