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Agenda 01-17-23
The City of Boynton Beach City Commission Agenda Tuesday, January 17, 2023, 6:00 PM City Hall Commission Chambers Boynton Beach City Commission Mayor Ty Penserga (At Large) Vice Mayor Angela Cruz (District 1) Commissioner Woodrow L. Hay (District 11) Commissioner Thomas Turkin (District 111) Commissioner Aimee Kelley (District IV) Daniel Dugger, City Manager Michael Cirullo, City Attorney Maylee DeJesus, City Clerk *Mission* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. tall www. boy nton- beach. org Page 1 of 305 Welcome Thank you for attending the City Commission Meeting General Rules & Procedures for Public Participation at City of Boynton Beach Commission Meetings The Agenda: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes & Nays" or by a roll call vote. Speaking at Commission Meetings: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit - Three (3) Minutes. Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, and presentations. - Time Limit - Three (3) Minutes. Addressing the Commission: When addressing the Commission, please step up to either podium and state your name for the record. Decorum: Any person who disputes the meeting while addressing the Commission may be ordered by the presiding officer to cease further comments and/or to step down from the podium. Failure to discontinue comments or step down when so ordered shall be treated as a continuing disruption of the public meeting. An order by the presiding officer issued to control the decorum of the meeting is binding, unless over -ruled by the majority vote of the Commission members present. Please turn off all cellular phones in the City Commission Chambers while the City Commission Meeting is in session. The City of Boynton Beach encourages interested parties to attend and participate in public meetings either in-person or via communications media technology online. To view and/or participate in the City Commission meeting online you have the following options: 1. Watch the meeting online, but not participate: Page 2 of 305 You may watch the meeting via the GoToWebinar platform. Visit the City's website at www.boynton-beach.org to access the up-to-date link to the meeting. 2. Watch the meeting online and provide public comment during the meeting: To request to speak during the meeting, you can electronically "raise your hand" or type a question using the GoToWebinar platform. The meeting moderator will announce when it is your turn to speak or have your question addressed. Please note that time limits will be enforced so comments must be limited to no more than 3 minutes. For additional information or for special assistance prior to the meeting, please contact Mavlee De Jesus, City Clerk at cityclerk@bbfl.us or (561) 742-6061. Page 3 of 305 1. Openings A. Call to Order - Mayor Ty Penserga Roll Call Invocation by Pastor Chuck Brannon, Gateway Community Church Pledge of Allegiance to the Flag led by Commissioner Woodrow Hay Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption 2. Other A. Informational items by the Members of the City Commission. 3. Announcements, Community And Special Events And Presentations A. Introduce the new Human Resources and Risk Management Director, Tennille DeCoste. B. Announcement: Oceanfront Bark - Boynton Beach's Dog "Paw-ty" on the Beach - will be on Saturday, January 21, 2023, from 9:00 AM to 12:00 PM at Oceanfront Park located at 6415 N. Ocean Blvd. This is the third of four scheduled events being held the third Saturday of each month thru February. This is a free event for all well behaved, licensed dogs and their owners. Dogs will be allowed off leash in a designated fenced area. Parking is free during Oceanfront Bark for all beach patrons from 9:00 AM to 12:00 PM. C. Announcement: The Immortal Four Chaplains Memorial Service being hosted by the Boynton Beach Veterans Task Force and the City of Boynton Beach on Sunday, January 29, 2023, starting at 2:00 PM. The Service will be held at First Presbyterian Church of Boynton Beach located at 235 SW 6th Avenue on February 6th, starting at 2:00 PM and is open to the public. D. Announcement: Homestead Exemption Outreach will be at City Hall on Thursday, January 26 and Thursday, February 23 from 9 AM - 10 AM. Filing assistance will be provided by the Palm Beach County Property Appraiser's Office. E. Announcement by Glenn Weiss, Public Arts Manager: The 2023 Kinetic Biennial Event received a National Endowment for the Arts Grant. F. Present a Certificate of Achievement from Mayor Ty Penserga to Mivadia Joseph for successfully earning a high school diploma from Smart Horizons through the Library's Career Online High School Program. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. Administrative A. Approve the request of Commissioner Woodrow Hay to distribute $1,000.00 of his Community Support Funds to Boynton Strong. B. Approve the request of Commissioner Woodrow Hay to distribute $1,000.00 of his Community Support Funds to Heart of Boynton Community Association. C. Announce vacant positions on City Advisory Boards. Page 4 of 305 6. Consent Agenda Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments A. Approve and authorize the use of Federal Forfeiture Trust Funds to purchase equipment and services from Axon Enterprises, Inc. for five (5) Unmanned Aerial Vehicles (UAV) in the amount of $48,712.00 via the Axon Enterprises Contract PD23-015 (Resolution R22-168) and a sole source equipment purchase from American Locker in the amount of $15,570.00. Total use of Treasury Funds to authorize is $64,282.00. B. Proposed Resolution No. R23-009- Approve and authorize the Mayor to sign the ARPA Subrecipient Agreement for the Wounded Veterans Relief Fund to provide housing support for homeless Veterans and Veterans on the verge of homelessness for a total amount of $50,000. C. Proposed Resolution No. R23-010- Approve and authorize the Mayor to sign the lease agreement between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency for the space located at 511 East Ocean Avenue. D. Accept the written report to the Commission for purchases over $10,000 for the month of December 2022. E. Approve minutes from the January 3, 2023 City Commission Meetings. 7. Consent Bids And Purchases Over $100,000 A. Approve the one-year extension for RFPs/Bids and/ or piggy -backs for the procurement of services and/or commodities over $100,000 as described in the written report for January 17, 2023 - "Request for Extensions and/or Piggybacks." B. Approve an Amendment to Purchase Order No. 210344 with Globaltech Inc. in the amount of $18,496.00 to provide additional engineering services and special inspection service for Fluoride Storage and Feed Improvements project at the East Water Treatment Plant, for a total Purchase Order amount of $160,158.50. C. Proposed Resolution No. R23-011- Award of Bid No. PW E23-004 for "Re -Bid Ezell Hester Jr. Park Improvement - PH 1A" and authorize the City Manager to sign a Construction Contract and issue a Purchase Order to the lowest responsive and responsible bidder, LTG Sports Turf One, LLC., of Boynton Beach, Florida, in the amount of $3,685,000.00 plus a 10% contingency amount of $368,500.00, for a total estimated amount of $4,053,500.00. D. Approve the purchase of three (3) replacement vehicles that were approved in the FY22-23 budget for an estimated amount of $4,225,247.88 by utilizing the following contract: Sourcewell contract #113021-SUT. The contract satisfies the City's Procurement requirements. 8. Public Hearing - None 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. 9. City Manager's Report - None 10. Unfinished Business - None 11. New Business A. Discussion for an ordinance regarding tints for paraphernalia shops, requested by Commissioner Turkin. Page 5 of 305 12. Legal A. Proposed Resolution No. R23-012 - Approve and authorize the Mayor to sign an Agreement for the Exchange of Real Property between the City and Boynton Beach Town Center Apartments, LLC. 13. Future Agenda Items A. Continue discussion on adding a new sister city based on recommendations from Boynton Sister Cities. - February 7, 2023 B. Continued discussion regarding a potential park in Leisureville and creating a Restrictive Covenant on this parcel, requested by Vice Mayor Cruz. - February 21, 2023. C. Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - February 2023 D. Consider revised local rules for approval. -TBD E. Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin - TBD F. Review Advisory Board Ordinance, requested by Commissioner Kelley. - TBD G. Discussion regarding future cemetery lots in Boynton Beach, requested by Commissioner Hay -TBD H. Approval of Variance (ZNCV 23-002) of Part III, Chapter 4, Article II, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall.- Tabled until February 21, 2023 14. Adjournment Notice If a person decides to appeal to any decision made by the City Commission with respect to any matter considered at this meeting, He/She will need a record of the proceedings and, for such purpose, He/She may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. (ES. 286.0105) The city shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service, program, or activity conducted by the city. Please contact the City Clerks office, (561) 742- 6060 or (TTY) 1-800-955-8771, at least 48 hours prior to the programor activity in order for the city to reasonably accommodate your request. Additional agenda iterns may be added subsequent to the publication of the agenda on the city's web site. Information regarding iterns added to the agenda after it is published on the city's web site can be obtained fromthe office of the City Clerk Page 6 of 305 Requested Action by Commission: Introduce the new Human Resources and Risk Management Director, Tennille DeCoste. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 7 of 305 i1M Requested Action by Commission: Announcement: Oceanfront Bark - Boynton Beach's Dog "Paw-ty" on the Beach - will be on Saturday, January 21, 2023, from 9:00 AM to 12:00 PM at Oceanfront Park located at 6415 N. Ocean Blvd. This is the third of four scheduled events being held the third Saturday of each month thru February. This is a free event for all well behaved, licensed dogs and their owners. Dogs will be allowed off leash in a designated fenced area. Parking is free during Oceanfront Bark for all beach patrons from 9:00 AM to 12:00 PM. Explanation of Request: The Recreation & Parks Department welcomes all well-behaved dogs to "paw-ty" on the beach at Oceanfront Bark. The event will be held at Oceanfront Park located at 6415 N. Ocean Blvd. on the third Saturday of each month between November and February from 9:00 AM to 12:00 PM Dogs must be appropriately licensed and will be allowed off leash in a designated fenced off area. Parking for the event is Free from 9:00 AM to 12:00 PM How will this affect city programs or services? Fiscal Impact: This is a budgeted event and Parking is free for the duration of Oceanfront Bark for all beach patrons from 9:00 AM to 12:00 PM. Alternatives: Not to make the announcement. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Hosting events encourages the public to visit City of Boynton Beach Parks. Climate Action Application: No climate action. Is this a grant? Grant Amount: Attachments: Page 8 of 305 Ku" Requested Action by Commission: Announcement: The Immortal Four Chaplains Memorial Service being hosted by the Boynton Beach Veterans Task Force and the City of Boynton Beach on Sunday, January 29, 2023, starting at 2:00 PM. The Service will be held at First Presbyterian Church of Boynton Beach located at 235 SW 6th Avenue on February 6th, starting at 2:00 PM and is open to the public. Explanation of Request: The Boynton Beach Veterans Task Force and the City of Boynton Beach will host The Immortal Four Chaplains Memorial Service on Sunday, January 29, 2023, starting at 2:00 PM. The Service will be held at the First Presbyterian Church of Boynton Beach located at 235 SW 6th Avenue. How will this affect city programs or services? Support Services will be provided by the Recreation & Parks Department and Public Works Department. Fiscal Impact: This is a budgeted event. Alternatives: Not making the announcement. Strategic Plan: High Performing Organization Strategic Plan Application: Hosting special events provides an opportunity for residents and non-residents to visit the City of Boynton Beach. Climate Action Application: No climate action. Is this a grant? Grant Amount: Attachments: Page 9 of 305 K3M Requested Action by Commission: Announcement: Homestead Exemption Outreach will be at City Hall on Thursday, January 26 and Thursday, February 23 from 9 AM - 10 AM. Filing assistance will be provided by the Palm Beach County Property Appraiser's Office. Explanation of Request: The Palm Beach County Property Appraiser's Office will be at Boynton Beach City Hall on Thursday, January 26 and Thursday, February 23 from 9 AM - 10 AM to provide Homestead Exemption application filing assistance to community members on a walk-up basis. No appointments are required. Additional details are available at boynton-beach.org/homestead-exemption-outreach, including a list of documents that property owners are required to provide when applying for a homestead exemption. How will this affect city programs or services? Fiscal Impact: There is no cost for this free program Alternatives: Do not make this announcement Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 10 of 305 3.E. Requested Action by Commission: Announcement by Glenn Weiss, Public Arts Manager: The 2023 Kinetic Biennial Event received a National Endowment for the Arts Grant. Explanation of Request: Community announcements for the Public Art Program & Art Advisory Board 1. 2023 Kinetic Biennial Art Exhibition and Symposium on January 28-29, 2023. 2. Award of the City's first grant from the National Endowment for the Arts. The grant of $20,000 will support the Kinetic Biennial. 3. Boynton Beach businesses are sponsoring the Kinetic Biennial with a total of over $13,000. Stage Sponsors Baptist Health South Florida PBS of South Florida WXEL Arts & Culture Center Sponsors Isram Realty Group Cultural Council for Palm Beach County Gallery Sponsor Marcia Levine, DJ L'il Marsh Sculpture Sponsors Affiliated Development (The Pierce) Avanti Residential (500 Ocean) Dean and Mike, Ascend Properties Hyperion Development Group ( Ocean One ) Individual Sponsors The Club Assisted Living & Memory Care Lisa Punsky, Realtor & Relocation Expert Susan Oyer, Realtor Other Support Boca Bearings Primetime Richwagons & Jack the Bike Man Catalog Advertisers -Red Bar, Hip Hip Fur Ray, Dizzy Rock How will this affect city programs or services? Increase attendance at the Kinetic Biennial Fiscal Impact: The NEA grant and the business sponsorships reduce the City cost of the Kinetic Biennial Page 11 of 305 Alternatives: Strategic Plan: Culturally Distinct Downtown, High Performing Organization Strategic Plan Application: The Kinetic Biennial occurs in Downtown Boynton and increases the number of outdoor artworks to 34 during 2023. The collaboration between Finance and Public Art as resulted in two grants during 2022 and at one in 2023. Climate Action Application: Is this a grant? Yes Grant Amount: $20,000 Attachments: Type ddEsir:dUlirn Description VC li irIE)UC: IB liEsir:ir:lia Page 12 of 305 THANK YOU TO OUR SPONSORS. The Kinetic Biennial could not happen without you Art in Public Places In addition to our generous sponsors, the funding for the Kinetic Biennial comes from the public art fees paid or donated to the Public Art Fund by the developers and contractors building in 111L Boynton Beach since 2007. Major Sponsor • National Endowment for the Arts Stage Sponsors • Baptist Health South Florida • PBS of South Florida WXEL Arts & Culture Center Sponsors • Isram Realty Group • Cultural Council for Palm Beach County Gallery Sponsor • Marcia Levine, DJ L'il Marsh Sculpture Sponsors • Affiliated Development (The Pierce) • Avanti Residential (500 Ocean) • Dean and Mike, Ascend Properties • Hyperion Development Group ( ) General Sponsors • The Club Assisted Living & Memory Care • Lisa Punsky, Realtor & Relocation Expert • Susan Oyer, Realtor Other Support • Boca Bearings • Primetime Page 14 of 305 • Richwagons & Jack the Bike Man B11A0li # Artist 1 2021 Karibu Spinners 2 2021 Karibu Spinners 3 Ralfonso Gschwend 4 John Poche 5 NEON: Mark Nixon & Viliina Koivisto 6 Sinisa Kukec, William Combes, 10 Donald G Carly Mejeur, Tiffany Beasi, Craig McInnis, 11 Sterling R Stacey Mandell, Anthony Burks, Sr. and 12 Edwin Ch Tom Brewitz 13 Eugene F 7 Joseph Choma & Tayan Tram 14 Laurence 8 Lin Emery Page 16�Df 30aniele F 9 Daniele Frazier 16 adang C W MARINA 34 ko ko 33 23 2532 • ... TO BEACH 27 —► 29 r 2023 Kinetic Biennial Existing Art ® Weekend Only Activity Restaurants, Cafes, San ialanella 17 Dr. Alex Rodiguez 24 2023 Sailfish in March 31 Chris Eliades ook 18 LGBTQ Pride Intersection 25 Deedee Morrison 32 2023 Sailfish in March eong 19 Lynn Doyal 26 Frank Hyder 33 Jo Chambiss 'erry 20 Cody Edwards 27 Albert Paley 34 Jeff Kahn .Lyows Gartel 21 2023 Sailfish in March 28 2023 Sailfish �'� nedkI '(xl, razier 22 2023 Sailfish in March 29 Craig McInnis ` 'A' � U'305 ;hristanto 23 2023 Sailfish in March 30 Jim LaPaso John Poche, New Orleans, LAfi) NEON, United Kingdom Ten Limbs White Akimbo, 2019 Shiver Shake 4V, 2023, (Pictured below: Shiver 1) SINISA KUKEC, Miami, FL • Move Fast and Break Things, 2023 Morning Glory, 2023 Boca Raton, FL O JOSEPH CHOMA & TAYAN TRAM Morning Glory, 2023 Boca Raton, FL LIN EMERY, New Orleans, LA ; 00 On Loan from Beth Rudin DeWoody DANIELLE FRAZIERBrooblyn, NY 9 Hibiscus, 2023 Pictured below: The Giant Flowers, 2016) STERLING ROOK, Miami, FL EUGENE PERRY, Orlando, FL:Q): House a Home, 2022 Relationship, 2022 Laurence Gartel, Fort Lauderdale, FL Concentric Cycles of Motion, DANIELLE FRAZIER, Brooblyn, Ny::4D] It Takes Two (Version 2), 2009 * The vinyl mural will up and down during 2023. MMEPAPMES EDa:dan:g Christanto, Indonesia Dr. Alex Rodriguez, Atlanta, GA * Above: Cakra Kul -Kul at Tsumari, Japan, 2006 Six Fiberglass Spinning Sailfish: Opens March '23 To expand the participation of Palm Beach County artists in the Kinetic Biennial, BoyntonArts commissions "spinners". The 2023 artists are: • Michelle Drummond • Turgo Bastiem • Tom D'Aria • Andrea Canham • Etheard Joseph • Joseph Velasquez 2021 Karibu Spinners by Caron Bowman, Anthony Burks Sr., Tracy Guiteau, Cynthia Simmons, Raquel Williams and Gillian Kennedy Wright . Curator: Trina Burks Chris Eliades, Boynton Beach, FL Color Wave, 2023 City Hall Lobby Galaxy 4th and 5th Grades with Teaching Artists Lupe Lawrence and Christina Schwartz Bike Wheels donated by Richwagons and Jack the Bike Man. Inspired by Dr. Alex Rodriguez i u,v,e T ,. P A- ...,..G1=, i f e,. Video Rooms: Art & Cultural Center, 2nd Floor Since not all Kinetic Art can travel to Boynton Beach, the Biennial presents a video room of past to present art and - windmills to wind turbines. Strandbeest by Theo Jansen above. The videos run continuously on January 28 Page9 902 305 Amphitheater Saturday Low Ground 11 am to 2 pm Deep Fried Funk?: 3 pm to 5 pm Sunday Vibes Farm: 12 noon to 3 pm Centennial Park Bruce Shapiro www.xxxx.com Carolyn Wier www.skysetter.com Boynton Beach Sister Cities boyntonsistercities.org Seven foot tall sunglasses by Cultural Council for Palm Beach County . Printed lens by Sean Ward and Albert Paley. Post selfies at #boyntonarts and #downtown Boynton Cir Afi� i 3. F. Requested Action by Commission: Present a Certificate of Achievement from Mayor Ty Penserga to Mivadia Joseph for successfully earning a high school diploma from Smart Horizons through the Library's Career Online High School Program. Explanation of Request: Celebrating this achievement will help bring awareness of this free program and encourage other potential students to participate in the program. How will this affect city programs or services? This program was paid for with State of Florida funding through the Florida State Division of Library and Information Services. Fiscal Impact: None Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 28 of 305 5.A. Administrative 1/17/2023 11 City of Boynton Beach D Agenda Item Request Form Commission Meeting Date: 1/17/2023 Requested Action by Commission: Approve the request of Commissioner Woodrow Hay to distribute $1,000.00 of his Community Support Funds to Boynton Strong. Explanation of Request: Commissioner Hay requests to distribute $1,000.00 of his Community Support Funds to Boynton Strong. How will this affect city programs or services? Fiscal Impact: Funding is available in account #001-1110-511.95-47 Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Oth E)r Description l:: oyirntoin Sara ing CoirnrTILAir:lity SL.agpport I1:::::U1i[':ds f Es,gL iE)St Page 29 of 305 R15-055 R22-140 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: 1m2/12/22 Requested by Mayor/Commissioner: Commissioner Ha Amount Requested: $1 000 Recipient/Payee: Bo, nton Strong Description of project, program, or activity to be funded: to help with several events that are held throughout the year in the Community. Part II - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is 5,000. The balance of funds available for the requesting Member of the Commission is $1,000. Accordingly: ., \ There are funds available as requested There are insufficient funds available as Dated Part III -Eligibility Evaluation [ Public funds will not be " 1' T 09 UU � �... A u� Mayl e s Citv'Clerk 1920 �IJtrveIrivate property unless there is a clear ,public need, purpose and jvr' "1 ire recipient/payee provides services within the City The public purpose is beneficial to the entir , community served by such y onation /0-J"', DatedB Requesting Member of the City Coamissio S:\CC\WP\COMMUNITY SUPPORT FUNDS\FY 2022-2023\Commissioner Hay Boynton Strong.doc Page 30 of 305 5.B. Administrative 1/17/2023 11 City of Boynton Beach D Agenda Item Request Form Commission Meeting Date: 1/17/2023 Requested Action by Commission: Approve the request of Commissioner Woodrow Hay to distribute $1,000.00 of his Community Support Funds to Heart of Boynton Community Association. Explanation of Request: Commissioner Hay requests to distribute $1,000.00 of his Community Support Funds to Heart of Boynton Community Association. How will this affect city programs or services? Fiscal Impact: Funding is available in account #001-1110-511.95-47 Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type f fflh E)r Description 1....11Esa irk of Il:: oyirntoin CoirnrTILAir:lify SL.agpport Il:::::LAinds f Es,gL iE)St Page 31 of 305 EXHIBIT "A" COMMUNITY SUPPORT FUNDS REQUEST FORM Part I - Summary of Request (to be completed by City Clerk) Date of Request: Requested by Mayor/Commissioner Amount Requested: Recipient/Payee: R15-055 R22-140 12/12/22 Commissioner Ha $1,000 Heart ofBo nen Community„Assoc. Description of project, program, or activity to be funded: to help with several events that are held throughout the year in the Community Part 11 - Availability of funds The annual appropriation of funds available to the requesting Member of the Commission listed above is 5,000. The balance of funds available for the requesting Member of the Commission is $2,000. Accordingly: IT There are funds available as requested `1 There are insufficient funds available as Dated:y....:':'..” Part III -Eligibility Evaluation CD,,"Public funds will not be used to improve private property unless there is a clear .,,,,public need, purpose and benefit [ The recipient/payee provides services within the City (°The public purpose is beneficial to the entire community served b such donation By: Dated: �;B� .^._ .... ..... , __ .. Requesting Member of,the`—City Commission S:\CC\WP\COMMUNITY SUPPORT FUNDS\FY 2022-2023\Commissioner Hay Heart of Boynton.doc Page 32 of 305 5.C. Administrative 1/17/2023 11 City of Boynton Beach D Agenda Item Request Form Commission Meeting Date: 1/17/2023 Requested Action by Commission: Announce vacant positions on City Advisory Boards. Explanation of Request: The attached list contains vacancies on the various Advisory Boards, with the designated Commissioner having the responsibility for the appointment to fill each vacancy. How will this affect city programs or services? Appointments are necessary to keep City Advisory Boards full and operating as effectively as possible. Fiscal Impact: There is no fiscal impact to the budget for this item. Alternatives: Allow vacancies to remain unfilled. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type ddEsir:dUlirn Description Advisory Board M..'i :air:ciEss as of Jlair:Uiairy 1 2023 Page 33 of 305 Advisory Board Vacancies as of January 17, 2023 Art Advisory Board Vice Mayor Cruz Regular 3 -year term Applicants: None Building Board of Adjustment and Appeals IV Kelley Alternate 1 -year term Applicants: None Education and Youth Advisory Board Vice Mayor Cruz Alternate 1 -year term IV Kelley Student 1 -year term Mayor Penserga Student 1 -year term Applicants: None Historic Resources Preservation Board Mayor Penserga Alternate 1 -year term Applicants: Library Board Mayor Penserga Alternate 1 -year term Vice Mayor Cruz Alternate 1 -year term Applicants: None Planning and Development Board III Turkin Alternate 1 -year term Applicants: None Police Officers' Retirement Trust Fund Vice Mayor Cruz City Resident 4 -year term II Hay 5th Trustee 4 -year term Applicants: None Page 34 of 305 Advisory Board Vacancies as of January 17, 2023 Recreation and Parks Board III Turkin Alternate 1 -year term Applicants: None Senior Advisory Board Vice Mayor Cruz Regular 4 -year term Applicants: None Page 35 of 305 Consent Agenda 1/17/2023 Requested Action by Commission: Approve and authorize the use of Federal Forfeiture Trust Funds to purchase equipment and services from Axon Enterprises, I nc. for five (5) Unmanned Aerial Vehicles (UAV) in the amount of $48,712.00 via the Axon Enterprises Contract PD23-015 (Resolution R22-168) and a sole source equipment purchase from American Locker in the amount of $15,570.00. Total use of Treasury Funds to authorize is $64,282.00. Explanation of Request: The requested (UAV) Unmanned Aerial Vehicles will provide the police department with the following: a. The UAVs will provide assistance during or in the aftermath of an emergency situation that involves the risk of death or bodily harm to a person, missing juveniles and missing adults with cognitive disabilities; by hovering over a specific area. b. The UAVs assist with public events where there is a heightened risk to the safety of participants or bystanders; c. The UAVs will assist in countering the risk of a terrorist attack by a specific individual or organization if the BBPD determines that credible intelligence indicates a risk; d. The UAVs will aid in preventing the loss of life and property in natural or man-made disasters and to facilitate operational planning, rescue, and recovery operations in the aftermath of these disasters; e. The UAVs will aid in collecting information for crash reconstruction purposes after a serious or deadly collision occurring on a public road. How will this affect city programs or services? Protect Life and Property - Unmanned Aerial Vehicles are utilized to enhance the BBPD's mission of protecting lives and property, when other means and resources are not available or are less effective. Any use of a UAV will be in strict accordance with constitutional and privacy rights. Fiscal Impact: Funding has been approved from: Account #691-5000-590.04-23 in the amount of $64,282.00. The use of Federal Forfeiture Treasury funds require Commission Approval. Alternatives: Strategic Plan: High Performing Organization, Public Health and Safety Strategic Plan Application: This agenda item helps maintain the `Public Safety' by investing in equipment that supports public safety Page 36 of 305 activities provided to our community. Climate Action Application: This agenda item has a net -zero impact on the climate. Is this a grant? Grant Amount: Contracts Vendor Name: Axon Enterprise, Inc Start Date: End Date: Contract Value: Minority Owned Contractor?: Extension Available?: Extension Explanation: Attachments: Type Description D AddE)indUlirn Axoin Cointract D AddE)indUlirn Axoin QL.Jotatioin D AddE)indUlirn Tir'Esa&.JiryAppirov-'.fl D AddE)indUlirn ME)irnoraindUlirn D AddE)indUlirn ArTIE)ricain I 0C',kE)ir SOE) SOL.Jirt2l D AddE)indUlirn ArTIE)ricain I OCkENr QL.Jotatioin Page 37 of 305 AXONMaster Services and Purchasing Agreement between Axon H and Agency (Online) This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then - current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past -due sums at the lower of one -and -a -half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are F_XW (Incoterms 2020) via common carder. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty; Disclaimer. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm and Axon - manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1 -year hardware warranty through the extended warranty tern. All software and Axon Cloud Services, are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon ("Third -Party Products") are not covered by Axon's warranty and are onl subject to the warranties of the third -party provider or manufacturer. Itle: aster Services an prC 1a5ing Agreement 'aetween Axon an 7Cd'4 Cyy,on meT Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 1 of 37 Page 38 of 305 A�/O Master Services and Purchasing Agreement between Axon gal /X and Agency (Online) 7.2. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair orreplace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90 -days from the date of repair or replacement. 7.2.1. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Agency must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service. 7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Agency resells Axon Devices. 7.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2. Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.6. Third -Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and- conditions, if any. 7.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warning . See www.axon.com/legal for the most current Axon Device warnings. , i7 e: . aster :gervices an'i ii" 61:iasirig'AgreemenEb6 ween Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 2 of 37 Page 39 of 305 AXONMaster Services and Purchasing Agreement between Axon and Agency (Online) 10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12. insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices or Services infringes or misappropriates the third -party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon -manufactured Devices or Services by Agency or a third -party not approved by Axon; (b) use ofAxon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15. Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) a dispute between Agency and a third -party over Agency's use of Axon Devices; (d) to ensure Axon Devices are destroyed and disposed of securely and sustainably at Agency's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination. 16.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Parry, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non - appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17 Confidentialil . "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Parry will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 18. General. 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. mmi"tfe:-fiaste� �erv'ices an p"urc7uasing ikgieement"fa"e ween Xcy on mer Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 3 of 37 Page 40 of 305 AXONMaster Services and Purchasing Agreement between Axon and Agency (Online) www ..........._� ..._._.��.... 18.3. Third -Party Beneficiaries. There are no third -parry beneficiaries under this Agreement. 18.4. Non -Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 18.10.Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. ................. Title: Master '_ervicesandTurcT�asing Agreemen a ween x= and: Agency (onfine) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 4 of 37 Page 41 of 305 JALAXON Master Services and Purchasing Agreement for Agency Axon Cloud Services Terms of Use Appendix 1. Definitions. 1.1. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non -Content Data. 1.2. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. 1.3. "Non -Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non - Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content. 1.4. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite. 3. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end users use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end users access to Axon Cloud Services. 5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. 5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTu bet, such use maybe governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 5 of 37 Page 42 of 305 JAXONMaster Services and Purchasing Agreement for Agency 7. Axon Body 3 WI-Fi Positionin . Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this servicewithin the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. For Third -Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon's Evidence.com user license; (ii) is limited to data of the law enforcement agency that purchased the Third - Party Unlimited Storage and the Axon's Evidence.com end user or Agency is prohibited from storing data for other law enforcement agencies; and (iii) Agency may only upload and store data that is directly related to: (1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Agency Content created by Axon Devices or Evidence.com. 9. Location f ora e. Axon may transfer Agency Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10. S s ension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before agency uploads data to Axon Cloud Services. Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at IIntl4.li"�i� tauu:^da.0 tl ,"uemnvn i o u 1 ;,W- 12. Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, if any, Agency will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. 12.1. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon completion of the OSP 7 Term ("Axon Records Subscription") 12.2. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. 12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 6 of 37 Page 43 of 305 Al AXON Master Services and Purchasing Agreement for Agency 13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. 14. After Termination. Axon will not delete Agency Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90 -days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15. Post -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 7 of 37 Page 44 of 305 `XON Master Services and Purchasing Agreement for Agency Axon Customer Experience Improvement Program Appendix Axon Customer Experience Improvement Program ACEIP,). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 1t. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at ¢):('tk�; "�ltir�w n,w; gn(,(,(N'I;li° a o'iip;,and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may ' Forexample; (a) when extracting specifictextto improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any speck text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c)when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<'I second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. _ Title: Master Services and Purchasing Agreement between Axon and Agency (online).._...WW_________________________..����...������......-.. Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 8 of 37 Page 45 of 305 AAAXO N Master Services and Purchasing Agreement for Agency choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de -identified data. ❑ Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 9 of 37 Page 46 of 305 AA".AAXON Master Services and Purchasing Agreement for Agency Professional Services Appendix If any of the Professional Services specified below are included on the Quote, this Appendix applies. 1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2. on_F Service Axon Full Servic Axon Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on-site days, Agency must purchase additional days. Axon Full Service options include: .... ......_.. ......... System set up and configuration • Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included Dock configuration • Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks .................... - _ Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management • Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules S stem y in and troublesho otmg training sessions Step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence .._ ......... ......... Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evldence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies ......... ...... ... .. .................. ,...®_,.. ....,.,,. .... ............ End user go -live training and support sessions • Assistance with device set up and configuration Training on device use, Axon Evidence,,and Evidence Sync ®. , Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go -live review 3. Body -Worn Camera Starter Service Axon Starter. Axon Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services. The Axon Starter options include: set up and configuration (Remote Support) Instructor -led setup of Axon View on smartphones (if applicable) Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 10 of 37 Page 47 of 305 ` `XO N Master Services and Purchasing Agreement for Agency I rouolesnoot I I Issues witn Axon Evidence and Axon UOCK ( IDOCK,,,i,aggqss, (Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical. mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training End user go -live training and support sessions • Assistance with device set up and configuration • Training on device ll,use., Axon Evidence, and Evidence Sym Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and 4. Body -Worn Camera Virtual 1 -Day Service Axon Virtual includes all items in the BWC Starter Service Package, except one day of on-site services. 5. CEW Services Packages,. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout ... ............ .. _..._ . Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence • Provide training on the Axon Evidence to educate instructors who can supportAgency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW and device Training for up to 1 Ildivldual,alt, ency __, , , , , TASER CEW i a. p vice assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post-9--o-live review For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. 6. SmartWeapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 11 of 37 Page 48 of 305 gi& AXON Master Services and Purchasing Agreement for Agency Return of Old Weapons Axon's on-site professional service team will ship all old weapons back to Axon's headquarters. _Axon will provide Agency with a Certificate of Destruction W —Full "Service, --p- a -c kages_forTA_S_E_R7 include Smart Weapon Transition Service instep Specific Instructor Course. 7. Signal Sidearm Installation Service. IfAgency purchases Signal Sidearm Installation Service, Axon will provide one day of on-site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed-upon installation date(s). Installation includes: 8. Out of Scope, Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10. Access Cornguter Systeer to Perform Services,. Agency authorizes Axon to access relevant Agency computer's and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation'). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it 12. Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services. 13. Agency Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8131/2022 Page 12 of 37 Page 49 of 305 A,#&AXON Master Services and Purchasing Agreement for Agency Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1 -year hardware limited warranty. 2. Officer Safety Plan. IfAgency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3. OSP 7 Term. OSP 7 begins on the date specked in the Quote ("OSP 7 Term"). 4. TAP BWC Upgrade. IfAgency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-wom camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Neon Dock. S. TAP Dock Upgrade. IfAgency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Pion Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. IfAgency originally purchased a single -bay Axon Dock, the Dock Upgrade will be a single -bay Axon Dock model that is the same or like Axon Device, at Axon's option. IfAgency originally purchased a multi -bay Neon Dock, the Dock Upgrade will be a multi -bay Axon Dock that is the same or like Axon Device, at Axon's option. 6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7. Uparade Change. If Agency wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Agency must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8. Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9. Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2. Axon will not and has no obligation to provide the Upgrade Models. 9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP, Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 13 of 37 Page 50 of 305 ' " `O N Master Services and Purchasing Agreement for Agency TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. —Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically. 3. TASER Upgrade. If Agency purchases Axon's 10 -year certification program for Axon's latest version of its TASER energy weapon ("Certification Program) and has no outstanding payment obligations as of the beginning of the 6th year of the Certification Program, Agency will qualify for an upgrade to any subsequent version of the Certification Program ("CEW Upgrade"). Agency will receive the CEW Upgrade at no additional cost, only to the extent such subsequent version of the Certification Program includes the same products or features as the Certification Program purchased by Agency. If Agency wants to upgrade to a Certification Program that includes additional products or features, Agency will pay the additional cost associated with such products and features. For the avoidance of doubt, Agency is not required to upgrade to any subsequent version of the Certifcation Program. Axon may ship the CEW Upgrade as scheduled in the Quote without prior confirmation from agency unless the Parties agree in writing otherwise at least 90 days in advance. If necessary to maintain compatibility among Axon Devices, within 30 days of receiving the CEW Upgrade, Agency must, if requested by Axon, return all hardware and related accessories received in connection with the Certification Program to Axon. In such event, Agency must ship batteries via ground shipping or in accordance with federal regulations in place at the time of the return. Axon will pay shipping costs for the return if Agency uses Axon's RMA process. 4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5 -year term, which includes the hardware manufacturer's warranty plus the 4 -year extended term. 5. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade-in Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade -In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade -In Units and receive a trade-in credit. A enc v Srze Days to Return from Start Date of TASER 7 Subscription .r..., Less than 100 officers 30 days T66-6499 officers 90 days .......... .....------------ ...... .... 500+ officers 180 days 6. TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 7. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not exceed the number of end users than the Quote specifies. 8. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. 9. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 9.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 14 of 37 Page 51 of 305 AXONMaster Services and Purchasing Agreement for Agency 9.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non -appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 9.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 15 of 37 Page 52 of 305 A&IISAXON Master Services and Purchasing Agreement for Agency Axon Auto -Tagging Appendix If Auto -Tagging is included on the Quote, this Appendix applies. 1. Scope. Axon Auto -Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer -Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto - populate Axon video meta -data with a case ID, category, and location -based on data maintained in Agency's CAD or RMS. 2. Support. For thirty days after completing Auto -Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto -Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3. Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4. Agency Responsibilities. Axon's performance of Auto -Tagging Services requires Agency to: 4.1. Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2. Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto -Tagging Services; 4.3. Provide access to the premises where Axon is performing Auto -Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto -Tagging Services; 4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto -Tagging Services; 4.5. Promptly install and implement any software updates provided by Axon; 4.6. Ensure that all appropriate data backups are performed; 4.7. Provide assistance, participation, and approvals in testing Auto -Tagging Services; 4.8. Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5. Aggess to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto -Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 16 of 37 Page 53 of 305 A`O t `+ Master Services and Purchasing Agreement for Agency Axon Fleet Appendix If Axon Fleet is included on the Quote, this Appendix applies. 1. Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly. 3. Third -party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4. Wireless Qffload Server. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. Lig9n&9 grjp,). Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software. 6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within 7 days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in -car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 17 of 37 Page 54 of 305 , AXON Master Services and Purchasing Agreement for Agency 7, Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as schedule on the Quote. 7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency. B. Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1. Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 18 of 37 Page 55 of 305 AAAXON `O N Master Services and Purchasing Agreement for Agency Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 7. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good -faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs. 3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier. 5. Axon RespqnO_Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third -party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon -provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 19 of 37 Page 56 of 305 "AXON Master Services and Purchasing Agreement for Agency Add-on Services Appendix This Appendix applies if Axon Citizen for Communities, Axon Redaction Assistant, andlorAxon Performance are included on the Quote. 1. Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. 1.1. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. 1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on. 2. Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post -termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3. Performance Auto -Ta ging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 20 of 37 Page 57 of 305 ,*& A X 0 N Master Services and Purchasing Agreement for Agency Axon Auto -Transcribe Appendix This Appendix applies if Axon Auto -Transcribe is included on the Quote. 1. Subscri tion Term. If Agency purchases Axon Auto -Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto -Transcribe to Agency. If Agency purchases Axon Auto - Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto -Transcribe to Agency. 1.1. If Agency cancels Auto -Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2. Auto -Transcribe A -La -Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize Axon Auto -Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto -Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. Axon Auto -Transcribe minutes expire one year after being provisioned to Agency by Axon. 3. Axon Unlimited Transcribe., Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto - Transcribe, Agency may utilize Axon Auto -Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third -party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages. 4. Warranty, Axon disclaims all warranties, express or implied, for Axon Auto -Transcribe. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 21 of 37 Page 58 of 305 AAAXON Master Services and Purchasing Agreement for Agency Axon Virtual Reality Content Terms of Use Appendix If Virtual Reality is included on the Quote, this Appendix applies. 1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Agency related to virtual reality (collectively, "Virtual Reality Media'). 2. Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Agency must purchase those headsets from Axon. 3. License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Media licenses from Axon. Agency may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Agency may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media; 3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same; 3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement; 3.4. use trade secret information contained in Virtual Reality Media; 3.5. resell, rent, loan or sublicense Virtual Reality Media; 3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Media or any copies of Virtual Reality Media. 4. Privacy. Agency's use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/legaVaxon-virtual-reality-privacy-policy. 5. Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 22 of 37 Page 59 of 305 jA.AAXON Master Services and Purchasing Agreement for Agency Axon Commander Software Appendix This Appendix applies if Axon Commander is included on the Quote. 1. License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All rights are reserved to Axon. Axon grants a non-exclusive, royalty -free, worldwide right and license to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively for data communication with an Axon Device. Agency may use Commander in a networked environment on computers other than the computer it installs Commander on, so long as each execution of Commander is for data communication with an Axon Device. Agency may make copies of Commander for archival purposes only. Agency shall retain all copyright, trademark, and proprietary notices in Commander on all copies or adaptations. 2. Term. The Quote will detail the duration of the Commander license, as well as any maintenance. The term will begin upon installation of Commander by Axon. 3. License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. Agency may not use Commander for any purpose other than as expressly permitted by this Agreement. Agency may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Commander; 3.2. reverse engineer, disassemble, or decompile Commander or apply any process to derive the source code of Commander, or allow others to do the same; 3.3. access or use Commander to avoid incurring fees or exceeding usage limits or quotas; 3.4. copy Commander in whole or part, except as expressly permitted in this Agreement; 3.5. use trade secret information contained in Commander; 3.6. resell, rent, loan or sublicense Commander; 3.7. access Commander to build a competitive device or service or copy any features, functions, or graphics of Commander; or 3.8. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Commander or any copies of Commander. 4. Support. Axon may make available updates and error corrections ("Updates") to Commander. Axon will provide Updates electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon may provide technical support of a prior release/version of Commander for 6 months from when Axon made the subsequent release/version available. 5. Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Agency's right to login to Axon Commander. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 23 of 37 Page 60 of 305 4& AXON Master Services and Purchasing Agreement for Agency Axon Application Programming Interface Appendix This Appendix applies if Axon's API Services are included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Agency's computer and the server, which is already developed or to be developed by Agency. 1.2. "API Interface" means software implemented by Agency to configure Agency's independent API Client Software to operate in conjunction with the API Service for Agency's authorized Use. 1.3. "Axon Evidence Partner API, API or AXON API" (collectively "API Service") means Axon's API which provides a programmatic means to access data in Agency'sAxon Evidence account or integrate Agency's Axon Evidence account with other systems. 1.4. "Use" means any operation on Agency's data enabled by the supported API functionality. 2. Purpose and License. 2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed byA Agency. Axon may monitorAgency's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency's use of API Service. Agency will not use API Service for commercial use. 2.2. Axon grants Agency a non-exclusive, non -transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency's Use in connection with Agency's API Client. 2.3. Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Agency will work independently to configure Agency's API Client with API Service for Agency's applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's registration, Axon will provide documentation outlining API Service information. 4. Agency Responsibilities. When using API Service, Agency and its end users may not: 4.1. use API Service in anyway other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet -based device; 4.9. make available to a third -party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon's API manual. 5. API Content. All content related to API Service, other than Agency Content or Agency's API Client content, is considered Axon's API Content, including: 5.1. the design, structure and naming of API Service fields in all responses and requests; Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 24 of 37 Page 61 of 305 Am AXON `+ Master Services and Purchasing Agreement for Agency 5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports; and 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 5.5. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 5.6. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 5.7. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third -party; 5.8. misrepresent the source or ownership; or 5.9. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 6. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency's API Client required as a result of such API Update. API Updates may adversely affect how Agency's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service. Axon will provide support for 1 year following the release of an API Update for all depreciated API Service versions. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 25 of 37 Page 62 of 305 Ail, A" `O N Master Services and Purchasing Agreement for Agency Advanced User Management Appendix This Appendix applies if Axon Advanced User Management is included on the Quote. t. Scope. Advanced User Management allows Agency to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross -domain Identity Management ("SCIM"), and (c) automate group creation and management through SCIM. 2. Advanced User Managgment Configuration. Agency will work independently to configure Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon will provide general guidance to Agency, including documentation that details the setup and configuration process. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 26 of 37 Page 63 of 305 Ali& " `ON Master Services and Purchasing Agreement for Agency Axon Channel Services Appendix This Appendix applies if Agency purchases Axon Channel Service, as set forth on the Quote. 1. Definitions. 1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work. 1.2. "Active Channel" means a third -party system that is continuously communicating with an Axon Digital Evidence Management System. 1.3. "Inactive Channel" means a third -party system that will have a one-time communication to an Axon Digital Evidence Management System. 2. Scope. Agency currently has a third -party system or data repository from which Agency desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's third -party data into an Axon Digital Evidence Management System or the transfer of Agency data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated correctly and retained per Agency policy. 3. Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and provide access to third -party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third -party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Agency's network and systems to perform the Services described in the Channel Services SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency. 4. Project Management. Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 5. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 6. Monitoring. Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency's use of channel services. 7. Agency's Responsibilities. Axon's successful performance of the Channel Services requires Agency: 7.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); 7.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services); 7.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; 7.4. Ensure all appropriate data backups are performed; 7.5. Provide Axon with remote access to the Agency's network and third -party systems when required for Axon to perform the Channel Services; 7.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 7.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 27 of 37 Page 64 of 305 AA`XO N Master Services and Purchasing Agreement for Agency VIEW Data Migration Appendix This Appendix applies if Agency purchases Migration services, asset forth on the Quote. 1. Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into Axon Evidence ("Migration"). Before Migration, Agency and Axon will work together to develop a Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration will require the availability of Agency resources. Such resources will be identified in the SOW. On-site support during Migration is not required. Upon Agency's request, Axon will provide on-site support for an additional fee. Any request for on-site support will need to be pre -scheduled and is subject to Axon's resource availability. 1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Agency. The Migration SOW will provide further detail. 2. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 3. Project Management. Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 4. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Agency is migrating. Axon will work with Agency to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration. S. Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration 6. Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form. Agency is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. 6.1. In the event Agency does not accept the Migration, Agency agrees to notify the Axon within a reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. In the event Agency does not provide Axon with a written rejection of the Migration during these 90 days, Agency may be charged for additional monthly storage costs. After Agency provides acceptance of the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration. 7. Post -Mi ration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Agency elects to maintain data within the VIEVU solution, Axon will provide Agency 90 days' notice before ending support for the VIEVU solution. 8. Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner. 9. Monitorina. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Noon Agency's use of Migration. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 28 of 37 Page 65 of 305 &&, AXON Master Services and Purchasing Agreement for Agency Axon Support Engineer Appendix This Appendix applies if Axon Support Engineer services are included on the Quote. 1. Axon Su000rt Engineer Payment. Axon will invoice for Axon Support Engineer ("ASE") services, as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency. 2. Full -Time ASE Scope of Services. 2.1. A Full -Time ASE will work on-site four (4) days per week. 2.2. Agency's Axon sales representative and Axon's Agency Success team will work with Agency to define its support needs and ensure the Full -Time ASE has skills to align with those needs. There may be up to a 6 -month waiting period before the Full -Time ASE can work on-site, depending upon Agency's needs and availability of a Full -Time ASE. 2.3. The purchase of Full -Time ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency, and Agency is current on all payments for the Full -Time ASE Service. 2.4. The Full -Time ASE Service options are listed below: Ongoing System Set-up and Configuration Assisting with assigning cameras and registering docks Maintaining Agency's Axon Evidence account Connecting Agency to "Early Access" programs for new devices Account Maintenance Conducting on-site training on new features and devices for Agency leadership team(s) Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly meetings to cover current issues and program status Data Analysis Providing on -demand Axon usage data to identify trends and insights for improving daily workflows Comparing Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support Providing on-site, tier 1 and tier 2 technical support for Axon devices Proactively monitoring the health of Axon equipment Creating and monitoring RMAs on-site Providing Axon app support Monitoring and testing new firmware and workflows before they are released to Agency's production environment Agency Advocacy Coordinating bi-annual voice of customer meetings with Axon's Device Management team Recording and tracking Agency feature requests and major bugs Regional ASE Scope of Services 3.1. A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule the on-site days at least 2 weeks in advance. The Regional ASE will also be available by phone and email during regular business hours up to 8 hours per week. 3.2. There may be up to a 6 -month waiting period before Axon assigns a Regional ASE to Agency, depending upon the availability of a Regional ASE. 3.3. The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency and Agency is current on all payments for the Regional ASE Service. 3.4. The Regional ASE service options are listed below: Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 29 of 37 Page 66 of 305 iak A X 0 N Master Services and Purchasing Agreement for Agency Account Maintenance Conducting remote training on new features and devices for Agency's leadership Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly conference calls to cover current issues and program status Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Agency's goals for your Axon program, and continue to ensure a successful deployment of Axon devices Direct Support Providing remote, tier 1 and tier 2 technical support for Axon devices Creating and monitoring RMAs remotely Data Analysis Providing quarterly Axon usage data to identify trends and program efficiency opportunities Comparing an Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Agency Advocacy Coordinating bi-yearly Voice of Agency meetings with Device Management team Recording and tracking Agency feature requests and major bugs 4. Qut of ScopSServices. The ASE is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope. 5. ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation time per each calendar year. The ASE will work with Agency to coordinate any time off and will provide Agency with at least 2 weeks' notice before utilizing any vacation days. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 30 of 37 Page 67 of 305 A& "AXON Master Services and Purchasing Agreement for Agency Axon Investigate Appendix If the Quote includes Axon's On Prem Video Suite known as Axon Investigate, the following appendix shall apply. 1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees setforth in the Quote, Axon grants to Agency a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Agency any right to enhancements or updates, but if such are made available to Agency and obtained by Agency they shall become part of the Software and governed by the terms of this Agreement. 2. Third -Party Licenses. Axon licenses several third -party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Agency agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Agency terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3. Restrictions on use. Agency may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Agency may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Agency may not rent, lease, sublicense, grant a security interest in or otherwise transfer Agency's rights to or to use the Software. Any rights not granted are reserved to Axon. 4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre -determined period of time, evaluation licenses, companion licenses, as well as temporary licenses—the license shall be perpetual unless Agency fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and9 shall survive termination of this Agreement. For licenses leased for a pre -determined period of time, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Agency. 5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This agreement does not provide Agency with title or ownership of the Software, but only a right of limited use. 6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Agency may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon's notices regarding proprietary rights as contained in the Software as originally provided to Agency. If Agency receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Agency to use the copy of media on an additional servant 7. Actions Required U on Termination. Upon termination of the license associated with this Agreement, Agency agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Agency ("Software Documentation"), or return such copies to Axon. Agency agrees that with respect to any copies that may exist with respect to media containing regular backups of Agency's computer or computer system, that Agency shall not access such media for the purpose of recovering the Software or online Software Documentation. 8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, by the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. treasury Department's list of Specially Designated Nations or the U.S. Department of Commerce's Table of Denials. 9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 31 of 37 Page 68 of 305 otil AXO N Master Services and Purchasing Agreement for Agency provided with RESTRICTED RIGHTS under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) ofthe Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 32 of 37 Page 69 of 305 Aix ' " `ON Master Services and Purchasing Agreement for Agency My90 Terms of Use Appendix Definitions. 1.1. "My90" means Axon's proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon Products. 1.2. "Recipient Contact Information" means contact Information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback. 1.3. "Customer Data" means 1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non - Content Data. 1.3.2. "My90 Non -Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed when using My90 or responding to a My90 Survey. My90 Non -Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non -Content Data does not include My90 Customer Content. 1.3.3. "Survey Response" which means survey recipients response to My90 Survey. 1.4. "My90 Data" means 1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90. 1.4.2. "Aggregated Survey Response" which means Survey Response that has been de -identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual. 1.5. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.7. "Sensitive Personal Data" means Personal Data that reveals an individual's health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership. 2. Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon's Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govem all future purchases, that agreement shall govern. 3. IP address. Axon will not store survey respondents' IP address. 4. Customer Owns MY90 Customer Content. Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon's business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon Products. 5. D tails of the Proce si The nature and purpose of the Processing under this Appendix are further specified .------_.-------............_........� ------------------------- Title: Master Services ices and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 33 of 37 Page 70 of 305 AeA " , `XO N Master Services and Purchasing Agreement for Agency in Schedule 1 Details of the Processing, to this Appendix. 6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting. 7. Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at sN�ubuj')„ao ffi,ryga�k . Customer agrees to allow Axon access to My90 Non -Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon Products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon Products. 8. ocati n of Storage. Axon may transfer Customer Data to third -party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customers, Axon will Process including store Customer Data within the United States. Ownership of My90 Customer Content remains with Customer. 9. Required Disclosures. Axon may be required to disclose Customer Data that Customer shares with Axon as part of a subpoena process or other order issued by a court or administrative body or otherwise required by any law or regulation. Axon will not disclose Customer Data except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law. 10. Data Sharinra. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below: 10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon's behalf to provide products or services to Customer. 10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon Customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or could reasonably be linked directly or indirectly to a particular individual. 11. License and InteIIectMgLREq21E!X. Customer grants Axon and, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty -free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives but Axon may not release Customer Data to any third party under this right that is not aggregated and de -identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data. 12. Customer Use of Aggregated Sun Re on e. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose. 13. Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within 72 hours, to make its request directly to Customer. Customer will be responsible for responding to any such request. 14. Assistance with Requests Related to MygO Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon ...-- W W._a. --- Title: Master and Purchasing Agreement between Axoo _....�..� �__...... Ti Ti n and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 34 of 37 Page 71 of 305 &'� AXON Master Services and Purchasing Agreement for Agency shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request. 15. Axon Evidence Partner Sharin If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon. 16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for 24 hours. Axon will not delete Aggregated Survey Response for four years following termination of this Agreement. There will be no functionality of My90 during these four years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response. 17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response. is. Manaoino Data Shared. Customer is responsible for: 18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams; 18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data; 18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon; 18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un -share previously shared My90 Customer Content; 19. Prior to enrollment in My90. Prior to enrolling in MY90, Customer will: 19.1. determine how to use MY90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations. 19.2, develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and 19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon. 20. Customer Responsibilities. Customer is responsible for: 20.1. ensuring no My90 Customer Content or Customer end user's use of My90 Customer Content or My90 violates this Agreement or applicable laws; 20.2. providing, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and 20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to My90. Customer will also maintain the security of end usernames and passwords and security and access by end users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 35 of 37 Page 72 of 305 AeltAXON Master Services and Purchasing Agreement for Agency account information is lost or stolen. 21. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of My90 immediately upon notice, if Customer or end user's use of or registration for My90 may (a) pose a security risk to Axon Products including My90, or any third -party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement. 22. My30 Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90; 22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same; 22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement; 22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90; 22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within My90; or 22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 3.0 Release Date: 8/31/2022 Page 36 of 37 Page 73 of 305 Aak A `O N Master Services and Purchasing Agreement for Agency Schedule 1- Details of the Processing 1. Nature and Pur ose of the Processin To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include: 1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates. Customer may designate members of the community, staff or officers from whom they would like to obtain feedback; 1.2. Creation of custom forms for surveys. Customer may select questions from a list of pre -drafted questions or create their own; 1.3. Distribution of survey via multiple distribution channels such as text message; 1.4. Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response; 1.5. Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback - enabling Axon to communicate directly with these individuals; 1.6. Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customers will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available; 1.7. Survey Responses will be aggregated and de -identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customers; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de -identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and 1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training. 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O: O'�O C) C:) O O O.O Dl O'O�O O%0.0.0'0 0 O:O x PQ 69 i 69EA.H3.69 [D N' -I CD C_D O cn N'. 4P W CD 90 PO OPDF OOD".O O O CT'OQ CfCO OOO:OOO'V COO -Jar fOO N) CD C> CD, C) C) Cn.O OO Page 78 of 305 Controlled Equipment Approval Request Form for the Equitable Sharing Program ow" , I'M, > Controlled Equipment Class Select the appropriate class of equipment and fill inthetotal number and cost of the assets that your agency is requesting approval to purchase. For a list of prohibited items, please refer to Section 12 in the Federal Regi ster :: Advancint-, Effective. Accountable Policing and Criminal Justice Practices To Enhance Public Trust and Public Safety. Check Box Type ofEquipment Total Number of Assets Total Cost of Assets ❑ __ Manned Aircraft( Fixed Wing, and _,._.....-_ m — ....... Rota Win _ ..__......_..... Unmanned Aerial Vehicle 5 48,712 ArmoredandTactical Vehicles,Wheeled ❑ Command and Control Vehicles ❑ Specialmed Firearms and Ammunition under.50 Caliber ❑ Explosives and Pyrotechnics ❑ Breaching Apparatus ❑ RiotBatonsandShields �-otal:48 712 Controlled Eaui ment Descri )tion and Use Provide a summary of the equipment your agency is requesting to purchase, including a description of the equipment, its reason for purchase/intended use, training on the use of such equipment, and how the equipment will be tracked, maintained, and stored. The agency wishes to purchase 2 Skydio X213 Color/Thermal drones and 3 Skydio 2+ drones. The drones are critical tools for situational awareness, quicker response, and better scene documentation in search and rescue, critical incidents and evidence collection. The training and certifications for the use of the drones will be done thru AXON. The drones will be stored in an electronic locker system for authorized users, the drone useage and records of maintenance wil maintained using Skydio/AXONs proprietary software. Page 79 of 305 Controlled Equipment Approval Request Form �in,� � for the Equitable Sharing Program ��� � ,����d�� 0 A royals and Certifications As the Agency Head approving this agency's request: I certify that if the request is approved, our agency will follow all requirements as outlined by Executive Order 14074, dated May 25, 2022, as well as the Guide to Equitable Sharing for State, Local, and Tribal Law EnforcementAgencies (Guide) and any subsequent guidance issued by MLARS. For more information, please refer to Section 12 in the Federal Register, linked above. ❑* I certify that our agency will implement policies and procedures regarding the training, inventorying, record retention, and use of controlled equipment in accordance with the Executive Order 14074. In addition, our agency will consult with MLARS/TEOAF prior to disposing the purchased Controlled Equipment. ❑ I certify that our agency, in accordance with Executive Order 14074, Section 12(c)(iii), has notified the local community of this request, in English and any other appropriate languages to inform individuals with limited English proficiency. I certify that our agency is not currently under investigation for engagement in a pattern or practice of civil rights violations. Should DOJ determine or a Federal, State, Tribal, local or territorial court enter a final judgment finding that our agency has engaged in a pattern or practice of civil rights violations, our agency will be required, at a minimum, to reimburse its equitable sharing account for funds expended for this request. I certify that, as a participant in the Equitable Sharing Program, our agency agrees to abide by federal Equitable Sharing policy and guidance and violations of such may result in sanctions, up to and including permanent exclusion from the Program, as set forth in the Guide. This form must be signed by the Agency Head and Governing Body Head approving this request. An electronic or wet signature is permitted. Agency Head Name: JOSEPH DEGIULIO Title: CHIEF OF POLICE Si at . ,. Date: 11/29/2022 Governin �� Body Head Name: DAN DUGGER Title: CITY MANAGER, CITY OF BOYNTON BEACH S Date: 11/29/2022 Page 80 of 305 Controlled Equipment Approval Request Form il i. for the Equitable Sharing Program M Email completed form or questions to the Department of Justice Equitable Sharing Program at MLARS.ESProgram@usdoj.gov or the Department ofthe Treasury Equitable Sharing Program at TREAS.ACA@treasury.gov. FOR INTERNAL USE ONLY: Check the appropriate box to approve or deny the controlled equipment request. ApproveC Digitally signed by Billy S. Bradley ® Deny Signature: ture: Billy S.16 14:12:37 -05'00' ....... .�.�.,....,,,.....� ....,,.M.,.w....__..�m..�.��............. ..�..�.....�............................._ �......� w w.�......... _....... Page 81 of 305 FROM: Joseph Deguilio Chief of Police January 5, 2023 The Boynton Beach Police Department wishes to purchase 5 Skydio drones and expansion of our asset management storage lockers. The drones are critical tools for situational awareness, quicker response, and better scene documentation in search and rescue, critical incidents and evidence collection. The asset management lockers will allow us to expand our current system and safely store the drones and other sensitive high cost items. Objectives: • Quicker response time to critical incidents. • Vital tool in search and rescue. • 3D crime scene mapping and documentation Breakdown on how funding will be spent: • 2 Skydio X21) Color/Thermal drones and 3 Skydio 2+ drones will be purchased utilizing Law Enforcement Trust Funds (LETF Federal Forfeitures -Treasury) funds totaling $48,712.00. • CKI Asset Management Lockers will be purchased utilizing Law Enforcement Trust Funds (LETF Federal Forfeitures -Treasury) funds, totaling $15,570.00. Florida statute 932.7055 (5)(a) mandates the following regarding federal forfeiture funds: If the seizing agency is a county or municipal agency, the remaining proceeds shall be deposited in a special law enforcement trust fund established by the board of county commissioners or the governing body of the municipality. Such proceeds and interest earned therefrom shall be used for school resource officer, crime prevention, safe neighborhood, drug abuse education, prevention programs, or for other law enforcement purposes, which include defraying the cost of protracted or complex investigations, providing additional equipment or expertise, purchasing automated external defibrillators for use in law enforcement vehicles, and providing matching funds to obtain federal grants. The proceeds and interest may not be used to meet normal operating expenses of the law enforcement agency. As such, we plan on utilizing donation from account 691-5000-590-04-23 (Law Enforcement Trust Fund, LETF- FEDERAL FORFEITURES -TREASURY ), which has a current account balance of: $ 133,934,49. 1 certify this use of funds comports with the statutory requirements. Professionalism r Respect Integrity Dedication - Excellence www.bbpd.org Page 82 of 305 Purchasing Division Sole/Single Source Justification Form This form shall be completed and approved prior to all sole source purchases Sole Source Definition - Commodities or contractual services available only from a sole source may be exempt from the quote or competitive process under the following circumstances: a. There is only one source or one reasonable source for the required commodity, service, or construction, or; b. The parts or accessories are an integral repair accessory compatible with existing equipment and are the only parts that can be reasonably used, or; c. The procurement is needed to ensure consistency in results as related to other products or standardization of parts or supplies as required to avoid unreasonable cost or inefficiency Single Source Definition - A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. • ° f Requestor Department Police Dept. ..��... __.._._..._ ..._ _... _�... _.. ........ Division Support Services Point of Contact Daniel Cline Phone Number 561-742-6175 Vendor Company Name CKI Locker LLC dba American Locker _. _... ..... Address 4170 Distribution Circle, N Las Vegas, NV 89030 Phone Number_. _... ............ 800-828-9118 _......... _.... .... Point of Contact and Title Pete Collins, VP of Sales ........What other _ ... .. ........� vendors were None contacted? (List company name, contact, and phone number and explain why they were not suitable) Product or Service Produc..... ice Name Addition of new lockers and upgrade to RFID asset management. Manufacturer American Locker in-house fabricated Make/Model # N/A Price $15,570.00 (includes freight and installation) .... ...__.__.. ..... Did you negotiate the terms or prices with the vendor? I Yes ❑ No Why is this price considered to b Market rice less credit fo e fair and reasonable? price r previous shipping mishap. Page 83 of 305 Purchasing Division Sole/Single Source Justification Form Will this purchase obligate the City to a particular vendor in the future? (Either in terms of maintenance, services, or re-purchase for compatibility reasons) ❑ Yes No This is a sole source because (choose any that apply): ❑ Sole provider of a licensed or patented good or service ❑ Single Source provider of items compatible with existing equipment, inventory, systems, programs, or services. ❑ Single Source provider of goods and services for which the city has established a standard. (new standards require the competitive solicitation process) ❑ Single Source of factory-authorized warranty service Sole provider of goods or services that will meet the specialized needs of the City or perform the intended function (please detail below or reference an attachment). ❑ The vendor/distributor is the owner of used equipment that would represent a best-value purchase for the City and is advantageous to the City. (Please provide information on current market prices, availability, etc.) What necessary features does this vendor provide which are not available from other vendors? Please be specific. American Locker system is already deployed in the building. The hardware and software system to be upgraded is proprietary and cannot be upgraded by any other company. Attach documentation to substantiate this sole source claim including but not limited to: vendor quotes, product manuals, sole source letters, and patents or copyrights. Or Ceirtifica"n and Approval R l'y department's recommendation for a sole source purchase is based upon an objective review of the product/service required and appears to be in the best interest of the City. I know of no conflict of interest on my part nor do I have any personal involvement in any way with this request. No gratuities, favors or compromising action have taken place. Neither has my personal familiarity with particular brands, types of equipment, materials, or firms been a deciding influence on my request to sole source this purchase when there are other known suppliers that exist. __.........._ ............ 1. Department Director Signature Date 2. Purchasing Manager/Finance Director Based on the information provided in Sections A and B and the attached supporting documents, I recommend ❑ / do not recommend ❑ this being certified as a sole source. Required ❑ / not required ❑ to be advertised for a period of 7 business days before award. Signature Date Page 84 of 305 December 27, 2022 Boynton Beach Police Department Boynton Beach, FL 33435 Dear Officer Cline, This letter is to indicate that CKI Locker, LLC DBA American Locker is the sole source vendor for the asset management system currently on site and the new drone lockers quoted to be added to the system at the Boynton Beach Police Department. Additionally, the software code is solely owned and sourced by American Locker. Sincerely, 1009&12, C'11 Peter Collins VP Sales American Locker Page 85 of 305 CKI Locker LLC dba American Locker 4170 Distribution Circle , N. Las Vegas, NV 89030 USAo` r �, Telephone 800-828-9118 Web www.ameriranlocker.com .,�., e � : „ X Customer Quotation City of Boynton Beach Florida Our Reference DQTE-11914 2100 High Ridge Rd Date 12/21/2022 Boynton Beach Salesperson Pete Collins FL 33426 Direct Line (817) 722-0135 United States Email pcollins@americanlocker.com Terms 50% with order, balance net 30 days Drone Storage Quantity Product Code Description: _ Unit Price ` Line Total; 1 Asset Management Locker Kiosk, painted steel 24"W x 24"D$5,750.00 $5,750.00 w/ 3 usable doors i painted ing fansteel, $3,495.00 $3,49 5.00 _ 24°W xx 24"D x 24nHL3 tiers with 110V outlet venting fan 1 INSTALLATION Onsite installation, testing and re -configuration LL w of existing $4,000.00 $4,000.00 _ system -- — n .� g_,.$�$ 1 Software Customization One time testing fee for authentication against database $500 00 $520.00 _ ggg 0 1 Freight Charge Freight to Boynton Beach FL(estimate)$1 8 5.00 ...... _. m . m.. $ti 825 DO Total $15,570.D0 Comment Price iincludes: Standard powder coal finksh Sloped togas. Finished end Panels for exposed) sides 4"' base Control keys for manual override Lead time: - 12 weeks TAXES UNLESS EXEMPTION CERTIFICATE IS FURNISHED Quotation valid for 60 days from date above. CKI Locker LLC dba American Locker Registered Office: 4170 Distribution Cir. North Las Vegas NV 89030 United States of America Page 1 of 4 Page 86 of 305 CKI Locker LLC dba American Locker 4170 Distribution Circle N. Las Vegas, NV 89030 USA Telephone 800-828-9118 ri Thr , 1 jfvp s�hh j I) j l Web www.americaniocker.com COLE KEPRO INTERNATIONAL, LLC AND CKI LOCKER, LLC TERMS AND CONDITIONS OF SALE 1. DEFINITIONS For the purposes of these Terms and Conditions of Sale ('Agreement' or'Toms of SaW), the following terms shall have the meanings set forth below: 'Cole Kepro' or "Seller" shall mean Cole Kepro International, LLC, and all of its divisions, affiliates, and subsidiaries. 'Parties" shall mean Cole Kepro and Purchaser, collectively; 'Purchaser" shall mean the other party signing the Quotation, or submitting a purchase order based on Cole Kepro's Quotation; 'Price' shall mean the price for the Products as currently set out in the Quotation; 'Products' shall mean the Cole Kepro products described in the Quotation; 'Quotation- shall mean that certain quotation or proposal from Cole Kepro issued herewith, which is hereby incorporated by reference for all purposes. 2. PURCHASE AND SALE OF PRODUCTS 2.1 Terms and Conditions. All purchases of Product by Purchaser from Cole Kepro hereunder shall be subject to the Terms of Sale contained herein, Unless otherwise expressly agreed in writing by a duly authorized representative of Cole Kepro, these Terms of Sale supersede all other communications and agreements and constitutes the entire Agreement between Cole Kepro aM Purchaser. Purchaser acknowledges that Cole Kepro sells the Products solely pursuant to the Terms of Sale set forth herein. Accordingly, any terms or conditions that may be contained in any Purchase order or other form of Purchaser shall be absolutely without force or effect, regardless of when received by Cole Kepro. Any additional w different terns on Purchaser's purchase order are deemed material alterations to this Agreement between Cole Kepro and Purchaser, and Cole Kepro hereby gives notice of its objection to mem. 22 Prices, The Price to Purchaser for the purchase of each of the Products shall be set forth in the Quotation, shall be in U.S. Dollars, shall include packaging for domestic shipment, and shall be exclusive of any other amounts, including, without limitation, taxes, freight, insurance, special packaging, and other shipping expenses. Except as otherwise explicitly slated in the Quotation, Cole Kepro has the right at any time to revise the prices in the Quotation witMul notice to Purchaser, and such revisions shall apply to all orders received after the effective date of revision. The Price to Purchaser does not include any federal, provincial, state or low] property, license, privilege, sales, service, use, excise, value added, gross receipts, Or other like taxes, which may now or hereafter be applicable to, measured by, or imposed upon, the Products, their replacement, value, or use, or any services performed in connection therewith. 2.2.1 Prices. The quotation pricing Is based upon commodity pricing at the time the quotation is completed and is subject to adjustment based on actual market pricing upon receipt of order. 23 Order and Acceptance. All orders for Product submitted by Purchaser shall be initiated by written purchase order sent to Cole Kepro and must contain language that expressly incorporates Cope Kepro's Quotation. No order shall be binding on Cole Kepro until such order is accepted in writing by Cole Kepro or until the Product has shipped by Cole Kepro in accordance with the Purchase Order. Cole Kepro will use reasonable efforts to notify Purchaser of the acceptance of an order within five (5) business days of its receipt of an order, or at Cole Kepro's sole discretion, deliver the ordered Products, Cole Kepro reserves the right to accept or reject any purchase order. Possession of a price list by Purchaser does not constitute an offer to sell. On orders for non -stock goods, or special orders, or where manufacturing processes make it difficult to provide the exact quantity specified, Cole Kepro reserves the right to under -ship or over -ship Product and invoice Purchaser accordingly, 2.4 Payment, Cole Kepro will invoice Purchaser for each shipment. The amount invoiced will include the price plus all applicable taxes, fees, transportation, insurance, and other charges, If all Products in Purchasers purchase order are not shipped at the same time, Cole Kepro will invoice Purchaser at the time of shipment for the Products that have shipped. Provided Purchaser has an approved Credit application and unless otherwise agreed in writing, one hundred percent (100%) of the amount invoiced shall be due in full and payable thirty (30) days from the invoiced date or within the established and authorized pay period, and payment shall be made In U.S. Dollars by wire transfer, check, or other instrument approved by Cole Kepro. Any invoiced amount not paid when duo shall be subject to a service charge of one and one-half percent (1.5%) per month or the maximum amount allowable by law, whichevis greater, Cole Kepro may also, at its option, 1) revoke any previously granted terms of credit, and/or 2) revoke any Previously granted discount, reverting to Cole Keprds standard priciner g. Purchaser agrees to no rights of setoff for any amounts it owes for particular Products against amounts awed it by Cole Kepro. If Purchaser fails to make timely payments of outstanding invoices, Cole Kepro may withhold or suspend its performance under this Agreement, Purchaser shall pay all of Cale Kepro's costs and expenses (Including its reasonable atomey'3 fees) to enforce and preserve Cole Kepro's rights under this subsection. 2.5 Default. Failure on the part of Purchaser to pay invoices when due shall, at the option of Cole Kepro, constitute a default and subject Purchaser to all other remedies Cole Kepro may have under Nese Terms of Sale or applicable few. If, in the judgment of Cole Kepm, the financial condition of Purchaser at any time before delivery d Products does not justify the terms of payment specified, Cole Kepro may require payment in advance or cancel any outstanding order, whereupon Cole Kepro shall be entitled to receive reasonable charges. If delivery is delayed by Purchaser, payment shall become due on the date Cole Kepro is prepared to make delivery.. Should manufacture be delayed by or at the request of Purchaser, pro rata payments shall become due It and to the extent required of Cole Kepro, in its sole discretion. Delays in delivery or nonconfernities in any installment shall not relieve Purchaser of its obligations to accept and pay for remaining installments. Cole Kepro reserves all other rights granted to a seller pursuant to the Uniform Commercial Code ("UCC") for Purchasers failure to pay for the goods or other breach by Purchaser of the Terms of Sale listed herein. If, despite any default by the Purchaser, Cole Kepro elects to continue to make deliveries, its actions shall not constitute a waiver or any default by the Purchaser or in any way effect Cole Kepro's remedies provided herein or by law for any such default. 2.8 Delivery Terms. All Prices are FOB Cole Kepro's manufacturing facility or warehouse, unless agreed in writing by Cola Kepro. Cole Kepro shall not be liable for any goods lost, damaged, or destroyed in transit, it being agreed by the Parties that all risk of such loss, damage, or destruction is assumed by Purchaser. When the scheduled delivery of Products is delayed by Purchaser, Cole Kepro may deliver such Products by storing them for the account of and at the sole risk of Purchaser. Shipping dates era approximate and are based upon prompt receipt of all necessary information and approvals from Purchaser. Cole Kepro reserves the right to pack or ship orders in the most economical manner, however, where Purchaser requests special packaging or shipping, any additional cost will be billed to Purchaser and be the responsibility of Purchaser. 27 Ship in Place. Cole Kepro reserves the right to "Ship in Place" the shipment of products to the Purchaser. When Cole Kepro has completed the assembly of the Products and is ready and prepared to ship the Products to Purchaser, Purchaser agrees that any Products that Cole Kepro has fully assembled, but are missing components to be supplied by Purchaser, are deemed complete and will be invoiced and paid pursuant to the terms and condidons set forth hereinunder the terms of this Agreement. In addition, any Custom Products produced will be invoiced when completed, at Cole Kepro s sole discretion, even if the Purchaser requests a delay in the shipment. Purchaser has the right to examine the Products, shall accept the Products at the Location (as defined below) for further modification by Purchaser and shipment by Purchaser to the final destination and shall pay the invoices governing the Products in accordance with the temps and conditions of such invoices, without defense, offset, counterdaim, abatement, suspension or deduction, regardless of whether it takes delivery of the Protluds. Cole Kepro shall immediately deliver the Products to, and for insurance purposes Purchaser will accept and take delivery of the Products at, in a trailer ('Trager) at a facility Of Cole Kepro's choosing (the "Location" ), whether owned by Cole Kepro or otherwise. For as long as the Products are stored In a Trailer. Purchaser shall pay storage charges in the amount of $400 (FOUR HUNDRED DOLLARS) per Trailer per month, required to sore the Products. The 5400 per Trailer storage fee will be waived by Cole Kepro if Purchaser pays in full the invoices for the shipped -in-place Products in accordance with the terms and conditions set forth in the applicable invoices. Risk of loss for the shipped -in-place Products passes to the Purchaser upon delivery of such Products to the applicable Trailer. 28 Failure to Deliver and Force Majeure. Failure to Deliver and Force Majeure. Cole Kepro shall not be responsible for delays in delivery, or failure to deliver due to Causes beyond its reasonable control, including without limitation, acts of God, acts of purchaser, government action (civil or military), taking or preempting of Cole Kepro's production facilities, legal interferences or prohibitions, fires, strikes, or other labor difficulties, hostilities, insurrections or riots, terrorist actions or threats, embargoes, equipment breakdown, wrecks a delays in transportation, unusually severe weather, inability to obtain necessary labor, failure of suppliers, material or manufacturing facilities due to Causes beyond its reasonable control or any like or dissimilar cause beyond its reasonable control. In the event of such delay, the dale of delivery shall be extended for a period equal to the time lost by reason of the delay. Cole Kepro shall have the right, in Its sole discretion. to furnish suitable substitutes for materials that cannot be obtained because of the above causes and to apportion its shipment among its Purchasers in such a manner as it shall be equitable. If the material, apparatus, or equipment is or thereafter becomes subject to government control, allocation, regulation or restriction, the necessary and proper rating Certificate shall be supplied by the Purchaser. Delivery dates are from receipt of purchase order,prints, models, and materials, whichever Is later, which are to be furnished by the Purchaser. Due to the nature of Cole Kepro's Custom work, delivery dates are estimates and not guarantees, and Purchaser understands and agrees to reasonable delays in delivery. Overtime and other direct Costs incurred to hasten delivery of Purchasers request shall be added to the stated prices and paid by Purchaser. Shipment of goods ready for delivery can be deferred beyond date for delivery only with Cole Kepro's consent and upon fell payment of Cole Kepro's invoice for, same plus storage costs. There shall be no penalties for late shipments. 2.9 Taxes. Purchaser agrees to report and pay all taxes and assessments imposed on Purchaser or Cole Kepro in connection with the distribution and/or sale of Products hereunder including any sales, use, excise, andfor other taxes and duties, with the exception of taxes imposed on Cole Kepro's income. To the extent that Cole Kepro Is required by statute or ALL PRICES QUOTED ARE SUBJECT TO APPLICABLE SALES TAXES UNLESS EXEMPTION CERTIFICATE IS FURNISHED Quotation valid for 60 days from date above. CKI Locker LLC dba American Locker Registered Office: 4170 Distribution Cr. North Las Vegas NV 89030 United Stales of America Page 2 of 4 Page 87 of 305 CKI Locker LLC dba American Locker 4170 Distribution Circle N. Las Vegas, NV 89030 USA Telephone 800-828-9118 Web www.americanlocker.com regulation to wllect and report taxes, duties, purchases, or other costs to various authorities (both foreign and domestic), such taxes, duties, purchases, and/or any other costs will be billed directly to the Purchaser. If Purchaser is exempt from any such taxes, Purchaser must provide Cole Kepro with a valid exemption before shipment of the Products by Cole Kepro. 2.10 Cancellation or Changes. Cancellation or Changes. An accepted purchase order is not subject to cancellation or change except on terns acceptable and satisfactory to Cole Kepro, including reasonable cancellation charges In the event or cancellation or an equitable price adjustment in the event of changes in order. Direction from Purchaser to cancel may be treated as a repudiation, making the Purchaser immediately liable for loss, expense, and other damages sustained. If the purchase order is canceled or delayed before the completion of the contract. Purchaser shall reimburse and/or indemnify Cole Kepro for costs incurred by Cole Kepro up to the date of cancellation (Including the cost of raw material inventory purchased by Cole Kepro for the production of such Products) or delay and for all damages sustained by Cole Kepro due to cancellation or delay of the contract, 2.11 Modifications to Designs. Modifications to Designs. Cole Kepro shall have the right, In Its absolute discretion, without liability to Purchaser, to (a) change the design, specifications, or construction of any Product, (b) discontinue the manufacture or sale of any Product and/or (c) allocate, terminate, or limit deliveries in times of shortage. Purchaser will allow extra charges for authorized or requested changes to Purchasers design or specifications. Cole Kepro is not responsible for dimensional or other errors on Purchasers drawings, and Purchaser shall reimburse Cole Kepro for additional costs resulting from such errors. 2.12 Security Interest Security Interest. For the purpose of securing payment of the price of Cole Kepro's Products and all other charges payable to Cole Kepro hereunder, Purchaser hereby grants to Cole Kepro a security interest in each and every Product delivered to Purchaser under this Agreement, including, without limitation, any proceeds from its resale or distribution, or from Insurance held by Purchaser covering the Products. Upon request by Cole Kepro, Purchaser shall cooperate with Cole Kepro and execute any necessary documents, including but not limited to the execution and filing of UCC -1 financing statements, to perfect Cole Kepro's security interest granted herein, where required by state law. These interests will be deemed satisfied and released by payment in full of the purchase price and all other charges payable hereunder for each such period. 2.13 Shipping. All shipment dates provided by Cole Kepro are estimates only, and Purchaser acknowledges that such dates may change due to events and circumstances beyond the control of Cole Kepro. Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment In Cole Kepro s standard shipping cartons, marked for shipment to Purchasers address, and delivered to Purchaser or its carrier agent FOB Cola Kepro's manufacturing plant or warehouse, at which time risk of loss shall pass to the Purchaser, Unless otherwise instructed by the Purchaser, Cole Kepro shall select the carrier. All freight, insurance, and other shipping expenses, as well as any special packing expense shall be paid by the Purchaser. Purchase also agrees that no, delivery pursuant to this Agreement shall be construed as a single lot contract under the UCC. In addition, remeciles provided under a single lot contract shall not apply to any shipment hereunder. 2.14 Product Acceptance. Product Acceptance. Purchaser shall be deemed to have accepted delivery of Products ("Product Acceptance) and all shipments and charges shall be deemed correct, unless Cole Kepro receives written notice of objection within ten (10) business days from the dale of delivery (the'Rejection Period"), After Product Acceptance, Purchaser agrees that its remedies are limited to the remedies contained in Section 3 (Warranty and Limitation of Liability) of this Agreement. In the event of rejection orthe Product within the Rejection Period, Purchaser shall give notice to Cole Kepro of such rejection pursuant to subsection 3.2, below. 3. WARRANTY AND LIMITATION OF LIABILITY 3.ran 1 Limited Warty. The Products sold hereunder shall be subject to the following limited warranty (the "Limited Warranty"). Mechanical Components are warranted t0 the original Purchaser against defects in materials and workmanship under normal use and operation for a period of one year from the date of Sellers shipment. Electrical Components, excluding LCD panels, are warranted to the original purchaser against defects in materials and workmanship under normal use and operation for a period of ninety days from the date of Sellers shipment. LCD Panels are warranted to the original purchaser against defects in materials and workmanship under normal use and operation for a period of one year from the dale of Sellers shipment. Sellers sale and exclusive obligation hereunder is to repair or replace anydefective componem(s) provided that Seller receives written notice or the defect during the period of warranty and purchaser receives written authorization for return of component(s) to Seller. Any defective item(s) to be returned at Purchasers expense to Cole Kepro International, LLC 4170-103 Distribution Circle, North Las Vegas, NV 89030 within 30 days of Purchasers written notice of the defect. The expense of removal and installation of any item(s) of equipment shall not be included in this warranty. In no event shall Seller be liable for any special, general, incidental orconsequenlial damages to purchaser or any third party caused by any defective item of equipment whether defect is warranted against or not Cole Kepro shall have n , obligation hereunder to make repairs or replacement necessitated by act of God, act of terrorism. fault, misuse, modification, negligence or accident of purchaser or other users. ALL OTHER WARRANTIES AS TO THE QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT OTHER THAN THOSE STATED ABOVE IS EXPRESSLY DISCLAIMED. 3.2 Return Material Authorization. In the event of rejection under Section 2.14 or defect under 3.1, Purchaser must give written notice to Cole Kepro of such event requesting a Return Material Authorization ('RMA') number. Any such notice must furnish the f011ovring information with the Product returned to the Seller: (a) Purchaser's name and complete address; (b) name and telephone number of Purchasers employee to contact if there are questions about the returned Product; (c)'Ship to" address for return of repaired Product, ff different from original delivery address; (d) a complete list of Product returned, including description and serial number, and (e) a description of the nature of the defect. Cole Kepro will provide the RMA to Purchaser within five (5) business days after receipt of Purchasers proper and timely notice. Within thirty (30) days after its receipt of the RMA, Purchaser will return the rejected Product to Cole Kepro, or its designee, freight or postage prepaid, in its original shipping carton or a functionally equivalent container. Cote Kepro reserves the night to refuse to accept any return Product (a) not bearing an RMA number on the outside of the carton; (b) not containing the required documentation accompanying the shipment; or (c) not shipped in its original shipping carton or a functionally equivalent container. 3.3 Limitation of Liability. Cole Kepro's obligation under its warranty is strictly and exclusively limited to the repair or replacement of such Product found to be defective in material or workmanship on the condition that the Purchaser gives prompt written notice to Cole Kepro of any claim within the Rejection or Womanly Periods, and, if requested, returns the defective articles to Cole Kepro. Cite Kepro will not assume any expenses or liability for repairs made to is Products outside of its plant, without its prior written consent. Any unauthorized repair shall void the Limited Warranty contained herein. Cole Kepro reserves the night to satisfy its warranty obligation in full, vnlh respect to defective articles, by the payment to the Purchaser of all sums paid by the Purchaser to Cole Kepro for such Products. IN NO EVENT SHALL Cole Kepro BE LIABLE FOR CLAIMS (BASED UPON BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE, OR OTHERWISE) FOR ANY DAMAGES, WHETHER DIRECT, IMMEDIATE, INCIDENTAL, FORESEEABLE, CONSEQUENTIAL, PUNITIVE, OR SPECIAL, including but not limited to, loss of profits or revenue, loss of use of the Products or facilities or service, downtime cost or claims of the Purchaser for such damages. Cole Kepro's liability on any claim whether in contract. tort (including, but not limited to, negligence), warranty, strict liability, or otharndae far any loss or damage arising out of connected win, or resulting from these Tema of Sale or the performance or breach thereof, or from the design. manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation or use of any Product covered by or furnished under this contract shall be limited to, and in no case shall such damages exceed, the purchase price of the Product or the portion thereof which gives rise to the claim.. PURCHASER ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO PURCHASE THE PRODUCTS MANUFACTURED BY Cole Kepro BY ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN THESE TERMS OF SALE. THIS LIMITATION OF LIABILTY CANNOT BE WAIVED OR AMENDED BY ANY PERSON. THIS LIMITATION OF LIABIITY WILL BE EFFECTIVE EVEN IF Cole Kepro KNEW OR SHOULD HAVE KNOWN OF THE POSSIIIJTY OF SUCH DAMAGES. 4. GENERAL PROVISIONS 4.1 Intellectual Property. The sale of Products covered by this Agreement shall not conler upon Purchaser any license to manufacture under any patents owned of controlled by Cole Kepro, its affiliates, and subsidiaries, it being specifically understood and agreed that all such rights are reserved to Cole Kepro, its subsidiaries, and affiliates. Purchaser will not use or authorize anyone else to use Cole Kepro's name or trademarks. Any use which Purchaser makes of Cole Kepro's name or trademarks will inure to Cole Kepro's sole benefit, and Purchaser will accrue no rights in such name or trademarks. All trademarks, trade names, patents, copyrights, designs, drawings, formulas, or other data, photographs, samples, literature, and sales aids of every kind shall remain the property of Cole Kepro. Purchaser agrees not to do anything inconsistent with that ownership or to contest ownership of such items. 4.2 Amendment and Termination. Cole Kepro may amend these Terms of Sale at will, with orwithout cause, on thirty (30) days' notice to Purchaser. Cole Kepro may terminale these Terns of Sale at will, with or without cause, on three (3) days' notice to Purchaser. 4,3 Governing Law and Jurisdiction. This Agreement shall be governed and construed under the laws of the Stale of Nevada, U.S.A., without reference to choice of law principles. Any dispute or claim arising out of or relatlng to this Agreement, or the performance or breach thereof, shall be settled in Clark County, Nevada by arbitration administered by the American Arbitration Association, in accordance with its Commercial Arbitration Rules, which are expressly incorporated herein by reference. Judgment on any award rendered by the arbitratcr(s), including attorney's fees and costs or arbitration, may be entered in any court in Clark having jurisdiction to hear such matters. The parties hereby acknowledge and consent to the jurisdiction of the Nevada courts and venue in Clark County, Nevada for all purposes. 4,4 Legal Expenses. In any action between the parties arising out of or connected with these Terms of Sale, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, all of its costs and expenses, including but not limited, torte reasonable attorney's fees. 4.5 Indemnification. Purchaser agrees to defend, protect. save, and hold harmless Cole Kepro against all suits from all damages, claims, and demands for actual or alleged infringement of any patent, trademark, or copyright by reason of Cole Kepro's execution of the designs, prints, drawings, requirements, or specifications of Purchaser. 4.6 Purchasers Property. Cole Kepro shall have the right to scrap, without liability, prints submitted for quotation, as well as models, Patterns, tools, fixtures or other property belonging to Purchaser unless written directions for shipment of such property are given to Cole Kepro within ten (10) days of notification by Cole Kepro. ALL PRICES QUOTED ARE SUBJECT TO APPLICABLE SALES TAXES UNLESS EXEMPTION CERTIFICATE IS FURNISHED Quotation valid for 60 days from date above. CKI Locker LLC dba American Locker Registered Office: 4170 D'slribution Cir. North Las Vegas NV 89030 United Stales of America Page 3 of 4 Page 88 of 305 CKI Locker LLC dba American Locker 4170 Distribution Circle N. Las Vegas, NV 89030 USA Telephone 800-828-9118 Web www.americanlocker,com 4.7 Entire Agreement. These Terms of Sale and the domments expressly incorporated by reference herein (including without limitation the Quotation) set forth the entire Agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless placed in writing, and signed by authorized representatives of the Parties. 4.8 Notices. Any notice required or permitted by these Terms of Sale shall be in writing and shall be sent by prepaid registered mail or certified mail, return receipt requested, to the address shovm on the Quotation, if to the Seller, or to the address shown on the Purchase Order, if to the Purchaser. 4.8 Severability. If any provision in this Agreement is found or held to be Invalid or unenforceable in any respect. such unenforceability, will not affect any other provisions of this Agreement, provided that the expected economic benefit of this Agreement is not denied to either party. 4.10 Headings, The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. 4.11 Singular and Plural. When required by the context hereof, the singular includes the plural and vice versa. 4.13 Waiver: No provision hereof and no breach of any provision shall be deemed waived by reason of any previous waiver of such provision of any breach thereof. There are no understandings, conditions, or agreements relative to the Quotation that are not fully expressed hereon. ALL PRICES QUOTED ARE SUBJECT TO APPLICABLE SALES TAXES UNLESS EXEMPTION CERTIFICATE IS FURNISHED Quotation valid for 60 days from date above. CKI Locker LLC dba American Locker Registered Office: 4170 Distribution Cir. North Las Vegas NV 89030 United States of America Page 4 of 4 Page 89 of 305 Zn Consent Agenda 1/17/2023 Requested Action by Commission: Proposed Resolution No. R23-009- Approve and authorize the Mayor to sign the ARPA Subrecipient Agreement for the Wounded Veterans Relief Fund to provide housing support for homeless Veterans and Veterans on the verge of homelessness for a total amount of $50,000. Explanation of Request: The American Rescue Plan Act (ARPA) was signed into law on March 11, 2021 and established the US Department of Treasury Coronavirus State and Local Fiscal Recovery Funds. The City of Boynton Beach has received a total of $13,647,904 in Fiscal Recovery Funds. On December 6, 2022, the Boynton Beach City Commission approved funding for the Wounded Veterans Relief Fund to provide housing support for homeless veterans and veterans on the verge of homelessness (homelessness prevention). The Treasury recognizes programs or services for people experiencing homelessness under the Final Rule. How will this affect city programs or services? These ARPA funded programs will address priorities established by the U.S. Treasury to support economic stabilization for households and businesses and to address economic challenges that have contributed to the disproportionate impact of the pandemic. There will not be any direct impact on City services or programs. Fiscal Impact: Funded solely by ARPA dollars and will not impact the City's General Fund. Alternatives: Do not approve SubrecipientAgreement. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 90 of 305 Type Ag ir'EsE) rTIE) II'l t Description IRE)SOkAboin appiroviing If IFI SL.Jlbir'El�cipiEsIrlt Agir'E)E)irTIE)l['It with WOL.All'idEd VEAE)rains IRE)�iE)f IF:::Ulind AIRFIA S Ulbir'Es'CilPiE)intAgir'E�IENrTIENI'lt WOUlindEd Warrior's IRE)�iE)f IF:::Ulind Page 91 of 305 I RESOLUTION R23-009 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING 4 AND AUTHORIZING THE MAYOR TO SIGN THE ARPA SUBRECIPIENT 5 AGREEMENT FOR THE WOUNDED VETERANS RELIEF FUND TO PROVIDE 6 HOUSING SUPPORT FOR HOMELESS VETERANS AND VETERANS ON THE 7 VERGE OF HOMELESSNESS FOR A TOTAL AMOUNT OF $S0,000.00; AND 8 PROVIDING AN EFFECTIVE DATE. 9 10 WHEREAS, The American Rescue Plan Act (ABPA) was signed into law on March 11, 11 2021 and established the US Department of Treasury Coronavirus State and Local Fiscal 12 Recovery Funds; and 13 WHEREAS, on December 6, 2022, the Boynton Beach City Commission approved 14 funding for the Wounded Veterans Relief Fund to provide housing support for homeless 15 veterans and veterans on the verge of homelessness (homelessness prevention; and 16 WHEREAS, these ARPA funded programs will address priorities established by the U.S. 17 Treasury to support economic stabilization for households and businesses and to address 18 economic challenges that have contributed to the disproportionate impact of the pandemic; 19 and 20 WHEREAS, the City Commission deems it to be in the best interest of the citizens and 21 residents to approve and authorize the Mayor to sign the ARPA Subrecipient Agreement for 22 the Wounded Veterans Relief Fund to provide housing support for homeless veterans and 23 veterans on the verge of homelessness for a total amount of $50,000.00. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 25 BOYNTON BEACH, FLORIDA, THAT: 26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 27 being true and correct and are hereby made a specific part of this Resolution upon adoption 28 hereof. 29 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 30 approve and authorize the Mayor to sign the ARPA Subrecipient Agreement for the Wounded 31 Veterans Relief Fund to provide housing support for homeless veterans and veterans on the 32 verge of homelessness for a total amount of $50,000.00, a copy of the Agreement is attached 33 hereto as Exhibit "A". S:ACA\RESO\Agreeiuents\ARPA Subrecipient Agreement with Wounded Veterans Relief Fund - Reso.docx 1 Page 92 of 305 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 Section 3. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this 17th day of January, 2023. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Maylee De Jesus, MPA, MMC City Clerk (Corporate Seal) YES NO Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreeiuents\ARPA Subrecipient Agreement with Wounded Veterans Relief Fund - Reso.docx 2 Page 93 of 305 FY 2022-2023 ARPA SUBRECIPIENT GRANT AGREEMENT between CITY OF BOYNTON BEACH and WOUNDED VETERANS RELIEF FUND THIS AGREEMENT entered into this day of 120 is between the CITY OF BOYNTON BEACH, a Florida municipal corporation, hereinafter referred to as "CITY," and Wounded Veterans Relief Fund hereinafter referred to as "the SUBRECIPIENT," having its principal office at 300 Prosperity Farms Road, Suite F, North Palm Beach, FL 33408 and its Federal Tax Identification Number as 26-2886846 WITNESSETH: WHEREAS, the CITY has entered into an Agreement with the U.S. Treasury Department for Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) for the execution and implementation the American Rescue Plan Act (ARPA) in the CITY, pursuant to the Interim Final Rule of May 17, 2021, and the Final Rule, effective date April 1, 2022 (as amended); and WHEREAS, the CITY desires to engage the SUBRECIPIENT to implement an element of the Boynton Beach ARPA Master Spending Plan; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, receipt of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITION AND PURPOSE Definitions 1.1 "ARPA" means American Rescue Plan Act. 1.2 "Treasury" means the U.S. Department of Treasury. 1.3 "OMB" means the Federal Office of Management and Budget. 1.4 "CFR" means the Code of Federal Regulations. 1.5 "2 CFR" refers to the Section of the Code of Federal Regulations pertaining to Grants and Agreements. 1.6 "CSLFRF" means Coronavirus State and Local Fiscal Recovery Funds (also referred to as ARPA funds). 1.7 "31 CFR 35.6" refers to the Section of the Code of Federal Regulations pertaining to the Eligible Uses for Part 35, Subpart A — Coronavirus State and Local Fiscal Recovery Funds. {00492534.1306-9905603} Page 1 of 10 Page 94 of 305 1.8 "Program Income" means gross income received directly generated or earned from the use of ARPA funds. Program Income includes, but is not limited to, interest earned on advances of federal funds or royalties received as a result of patents or copyrights produced under this grant. 1.9 "Property" means any purchase of equipment or real property with CSLFRF funds must be consistent with the Uniform Guidance at 2 CFR Part 200, Subpart D. Equipment and real property acquired under this program must be used for the originally authorized purpose in project budget detail. a. "Real Property" means land, land improvements, structures, fixtures and appurtenances thereto, excluding movable machinery and equipment. b. "Personal Property" means personal property of any kind except real property. c. "Nonexpendable Personal Property" means tangible (i.e., physical) personal property of a non -consumable nature, with a value of $500 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility or another piece of equipment. d. "Expendable Personal Property" means all tangible personal property other than nonexpendable property. 1.10 "Subrecipient" means an entity, including but not limited to non -Federal entities, that receives a subaward from a pass-through entity to carry out part of a Federal award; but does not include an individual that is a beneficiary of such award. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. 2. Purpose The purpose of this Agreement is to state the covenants and conditions under which the SUBRECIPIENT will implement the Statement of Work set forth in Article II of this agreement. ARTICLE II FUNDING AND BUDGET The maximum value by the CITY under this Agreement will be Fifty Thousand Dollars and 00/100 ($50,000.00). The SUBRECIPIENT shall carry out the activities specified in Attachment A, "Scope of Services." This award is a subaward of CSLFRF funds andthe SUBRECIPIENT must comply with any and all requirements for use of CSLFR funds and reporting requirements for expenditures of CSLFRF funds. ARTICLE III FUNDING AND METHOD OF PAYMENT 3.1 The maximum amount payable by the CITY under this Agreement will be Fifty Thousand Dollars and 00/100 ($50,000.00). It is expressly understood andagreed by the Parties that the funds contemplated by this Agreement originated from federal ARPA funds and funding is contingent upon approval and funding by the BoyntonBeach City Commission. SUBRECIPIENT agrees to reimburse CITY, in full, all funds remitted to SUBRECIPIENT by CITY that do not comply with any and all requirements foruse of ARPA funding. {00492534.1306-9905603} Page 2 of 10 Page 95 of 305 3.2 The CITY will be invoiced by the SUBRECIPIENT for eligible expenses on a reimbursement basis, and will disburse payments once per quarter unless there is a mutual written agreement otherwise. Bills shall be submitted by the SUBRECIPIENT at least two weeks in advance and will be paid provided appropriate documentation and status and beneficiary reports are attached to the invoice. 3.3 Payment by the CITY shall be contingent upon timely receipt of accurate and complete reports and records required by this Agreement. 3.3 Prior to receipt of ARPA funds (through reimbursement), SUBRECIPIENT shall submit the following documentation: a. Quarterly Progress Report. b. All back up original documentation relating to the expenditures for which payment is sought. 3.4 Release of funds is subject to the approval of the ARPA Project Manager, Finance Director, and/or City Manager. ARTICLE IV TERM OF AGREEMENT The term of this Agreement shall be from January 18, 2023 to January 18, 2024. ARTICLE V SUSPENSION AND TERMINATION 5.1 Termination/Suspension of Payments/Agreement for Cause: If through any cause either party shall fail to fulfill in timely and proper manner its obligations under this Agreement, or if either party shall violate any of the covenants, agreements, or stipulations of this Agreement, either party shall thereupon have the right to terminate this Agreement or suspend payments in whole or in part by giving written notice of such termination or suspension of payments and specify the effective date of termination or suspension. If payments are withheld, the CITY shall specify in writing the actions that must be taken by the SUBRECIPIENT as a condition precedent to resumption of payments and shall specify a reasonable date for compliance. Sufficient cause for suspension of payments shall include, but not be limited to: a. ineffective or improper use of ARPA funds, b. failure to comply with the Statement of Work or terms of this Agreement, c. failure to submit reports as required, d. submittal of materially incorrect or incomplete reports, e. failure to comply with any additional conditions that may be imposed by the Treasury, OMB, or CITY. 5.2 Termination for Convenience of City: The CITY may terminate this Agreement without cause at any time by giving at least ten (10) working days' notice in writing to the {00492534.1306-9905603} Page 3 of 10 Page 96 of 305 SUBRECIPIENT. If this Agreement is terminated by the CITY as provided herein, the SUBRECIPIENT will be paid for allowable services performed under Article II of this Agreement until the effective date of the termination. 5.3 Termination for Convenience of the SUBRECIPIENT: At any time during the term of this Agreement, the SUBRECIPIENT may, at its option and for any reason, terminate this Agreement upon ten (10) working days written notice to the CITY. Upon termination, the SUBRECIPIENT shall be paid for services rendered pursuant to this Agreement through and including the date of termination. ARTICLE VI RECORDS AND REPORTS 6.1 The SUBRECIPIENT agrees to maintain and produce all business records related to use of the subaward grant funds and related business expenditures from the time of grant award through December 31, 2029. 6.2 The SUBRECIPIENT agrees to submit upon request other documentation which may later be determined necessary to assure compliance with this Agreement. ARTICLE VII PROGRAM INCOME The SUBRECIPIENT agrees to expend ARPA funds for the purpose outlined in Article I of this Agreement. It is not anticipated that program income shall be generated from this allocation. However, such income, if generated, may be retained by the SUBRECIPIENT and used for costs that are in addition to the approved costs of this agreement, provided that such costs specifically further the objectives of this agreement and are an eligible use under 31 CFR 35.6. Under no circumstances shall the SUBRECIPIENT use program income to pay for charges or expenses that are specifically not allowed pursuant to the terms of this agreement and applicable federal regulations or rules. The use of program income by the SUBRECIPIENT shall comply with the requirements set forth at 31 CFR 35.6 and must be pre -approved by the CITY. ARTICLE VIII PUBLICITY The SUBRECIPIENT shall ensure that all publicity, public relations, advertisements and signs, recognize the CITY and the ARPA Program for the support of all contracted activities. The use of the official CITY logo is permissible, but all signs used to publicize CITY contracted activities must be approved by the CITY prior to being posted. ARTICLE IX GENERAL CONDITIONS 9.1 Federal Office of Management and Budget Requirements: The SUBRECIPIENT shall comply with requirements established by the Federal Office of Management and Budget (OMB) concerning the Dun and Bradstreet Data Universal Numbering System (DUNS) and System for Award Management (SAM) database, as set forth on 2 CFR Part 200, and the Federal Accountability and Transparency Act, as set forth at 2 CFR Part 170. {00492534.1 306-9905603} Page 4 of 10 Page 97 of 305 9.2 Federal, State, County and CITY Laws and Regulations: The SUBRECIPIENT shall comply with applicable provisions of applicable federal, state, County, and CITY laws, regulations and rules, including 2 CFR part 200, subpart E, OMB A-21, 2 CFR part 200, subpart F. The SUBRECIPIENT shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, as amended which requires equal employment opportunity; and with the Energy Policy, amended and Conservation Act (Pub.L 94-163) which requires mandatory standards and policies relating to energy efficiency. The SUBRECIPIENT shall report its compliance with Section 504 of the Rehabilitation Act whenever so requested by the CITY. The SUBRECIPIENT shall comply with all applicable requirements of the Americans with Disabilities Act (ADA) of 1990, including, but not limited to, those provisions pertaining to employment, program services, transportation, communications, access to facilities, renovations, and new construction. 9.3 Other Program Requirements: The SUBRECIPIENT shall complywith all federal laws and regulations pertaining to 31 CFR 35.6 Treasury Department Interim Regulations, Treasury Department CSLFRF Frequently Asked Questions, and Treasury Department CSLFRF Compliance and Reporting Guidance. 9.4 Opportunities for Residents and Civil Rights Compliance: The SUBRECIPIENT agrees that no person shall on the grounds of race, color, national origin, religion, or sex be excluded from the benefits of, or be subjected to, discrimination under any activity carried out by the performance of this Agreement. To the greatest feasible extent, lower-income residents of the project areas shall be given opportunities for training and employment; and to the greatest feasible extent, eligible business concerns located in or owned in substantial part by persons residing in the project areas shall be awarded contracts in connection with the project. 9.5 Evaluation and Monitoring: The SUBRECIPIENT agrees that the CITY will carry out periodic monitoring and evaluation activities as determined necessary and that the continuation and/or renewal of this Agreement is dependent upon satisfactory evaluation conclusions. Such evaluations will be based on the terms of this Agreement, comparisons of planned versus actual progress relating to activity scheduling, budgets, audit reports, and output measures. The SUBRECIPIENT agrees to furnish upon request to the CITY and make copies of transcriptions of such records and information as is determined necessary by the CITY. The SUBRECIPIENT shall submit on a schedule set by the CITY and at other times upon request, information and status reports required by the CITY to enable the evaluation of said progress and to allow for completion of reports required of the CITY by the Treasury. The SUBRECIPIENT shall allow the CITY or the Treasury to monitor its agency on site. Such site visits may be scheduled or unscheduled as determined by the CITY or the Treasury. Ongoing monitoring of the SUBRECIPIENT will be done through quarterly reporting from the SUBRECIPIENT to the City. Reporting requirements will be based upon the SUBRECIPIENT'S risk assessment and in {00492534.1 306-9905603} Page 5 of 10 Page 98 of 305 compliance with the CSLFRF Compliance and Reporting Guidance and Uniform Guidance 2 CFR Part 200. Monitoring will include identification of deficiencies in meeting stated requirements in Article II of this agreement and follow-up to ensure appropriate remediation. 9.6 Audits: Any non-federal agency and/or non-profit organization that expend $750,000 or more annually in federal awards shall have a single or program specific audit conducted accordance with 2 CFR 200, Subpart F. Non-federal agencies and/or nonprofit organizations that expend less than $750,000 annually in federal awards shall be exempt from an audit conducted in accordance with 2 CFR 200, Subpart F, although their records must be available for review. These agencies are required by the CITY to submit "reduced scope" audits (e.g., financial audits, performance audits). Each audit shall cover a time period of not more than 12 months and an audit shall be submitted covering each assisted period until all the assistance received from this agreement has been reported on. A copy of the audit report must be received by the CITY no later than six months following each audit period. The SUBRECIPIENT shall maintain all records in accordance with generally accepted accounting principles, procedures, and practices which shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the CITY pursuant to the terms of this agreement. 9.7 Uniform Administrative Requirements: The SUBRECIPIENT agrees to maintain books, records and documents in accordance with accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by the CITY under this Agreement. The SUBRECIPIENT is required to comply with the following uniform administrative requirements: a. Specific provisions of the uniform administrative requirements of 2 CFR 200, Subpart E — Cost Principles b. OMB 2021 Compliance Supplement Addendum Final V2 (Audit Requirements). c. Applicable provisions of 31 CFR 35.6. 9.8 Lobbying Prohibition: The SUBRECIPIENT shall certify that no federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal Agreement, the making of any federal grant, the making of any federal loan, the entering into of any cooperative Agreement, and the extension, continuation, renewal, amendment, or modification of any federal Agreement, grant, loan, or cooperative Agreement. The SUBRECIPIENT shall disclose to the CITY if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal Agreement. 9.9 Insurance: The SUBRECIPIENT shall furnish to the CITY, c/o the ARPA Project Manager, certificate(s) of current insurance coverage. {00492534.1306-9905603} Page 6 of 10 Page 99 of 305 9.10 Property: All real property purchased in whole or in part with funds from this agreement with the CITY, or transferred to the SUBRECIPIENT after being purchased in whole or in part with funds from the CITY, shall be listed in the property records of the SUBRECIPIENT and shall include a legal description, size, date of acquisition, value at time of acquisition, present market value, present condition, address or location, owner's name if different from the SUBRECIPIENT, information on the transfer or disposition of the property, and map. The property records shall describe the programmatic purpose for which the property was acquired and identify the ARPA national objective that will be met. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the ARPA national objective that will be met. All nonexpendable personal property purchased in whole or in part with funds from this agreement with the CITY shall be listed in the property records of the SUBRECIPIENT and shall include a description of the property, location, model number, manufacturer's serial number, date of acquisition, funding source, unit cost at the time of acquisition, present market value, property inventory number, information on its condition, and information on transfer, replacement, or disposition of the property. The SUBRECIPIENT shall obtain prior written approval from the CITY for the disposition of real property, expendable personal property, and nonexpendable personal property purchased in whole or in part with funds given to the SUBRECIPIENT pursuant to the terms of this agreement. The SUBRECIPIENT shall dispose of all such property in accordance with instructions from the CITY. Those instructions may require the return of all such property to the CITY. 9.12 Reversion of Assets: The SUBRECIPIENT shall return to the CITY, upon expiration or termination of this Agreement, all the assets owned or held as a result of this Agreement, including, but not limited to any funds on hand, any accounts receivable attributable to these funds, mortgages, notes, and other collateral and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the SUBRECIPIENT by the CITY. The SUBRECIPIENT shall within 30 days of expiration or termination of this Agreement execute any and all documents as required by the CITY to effectuate the reversion of assets. Any funds not earned, as described and provided for in 2 CFR 200, Subpart E, by the SUBRECIPIENT prior to the expiration or termination of this Agreement shall be retained by the CITY. 9.13 Conflicts with Applicable Laws: If any provision of this agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified to be consistent with the law or regulation or to be deleted if modification is impossible. However, the obligations under this agreement, as modified, shall continue and all other provisions of this agreement shall remain in full force and effect. 9.14 Renegotiation or Modification: Modifications of provisions of the agreement shall be valid only when in writing and signed by duly authorized representatives of each party. The parties agree to renegotiate this agreement if the CITY determines, in its sole and absolute discretion, that federal, State and/or CITY revisions of any applicable laws or regulations, or increases or decreases in budget allocations make changes in this agreement necessary. {00492534.1306-9905603} Page 7 of 10 Page 100 of 305 9.15 Right to Waive: The CITY may, for good and sufficient cause, as determined by the CITY in its sole and absolute discretion, waive provisions in this agreement or seek to obtain such waiver from the appropriate authority. Waiver requests from the SUBRECIPIENT shall be in writing. Any waiver shall not be construed to be a modification of this agreement. 9.16 Disputes: In the event an unresolved dispute exists between the SUBRECIPIENT and the CITY, the CITY shall refer the questions, including the views of all interested parties and the recommendation of the CITY, to the City Manager for determination. The City Manager, or an authorized representative, will issue a determination within 30 calendar days of receipt and so advise the CITY and the SUBRECIPIENT, or in the event additional time is necessary, the CITY will notify the SUBRECIPIENT within the 30 day period that additional time is necessary. The SUBRECIPIENT agrees that the City Manager's determination shall be final and binding on all parties. 9.17 Indemnification: SUBRECIPIENT shall at all times hereafter indemnify, hold harmless and, at the City Attorney's option, defend or pay for an attorney selected by the City Attorney to defend CITY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by any intentional, negligent, or reckless act of, or omission of, SUBRECIPIENT, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement, including, without limitation, any and all claims, losses, liabilities, expenditures, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against CITY by reason of any such claim, cause of action, or demand, SUBRECIPIENT shall, upon written notice from CITY, resist and defend such lawsuit or proceeding by counsel satisfactory to CITY or, at CITY's option, pay for an attorney selected by the City Attorney to defend CITY. The obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by CITY, any sums due to SUBRECIPIENT under this Agreement may be retained by CITY until all of CITY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by CITY. If SUBRECIPIENT uses a subcontractor, SUBRECIPIENT shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 9.17. 9.18 Public Records: SUBRECIPIENT shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, SUBRECIPIENT agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the CITY. b) Provide the public with access to public records on the same terms and conditions that the CITY would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. 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. d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all records in possession of the SUBRECIPIENT at the termination of the contract and destroy any public records that are exempt or confidential and exempt {00492534.1306-9905603} Page 8 of 10 Page 101 of 305 from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. All records shall be transferred to the CITY prior to final payment being made to the SUBRECIPIENT. e) If SUBRECIPIENT does not comply with this section, the CITY shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 9.19 Inspector General: SUBRECIPIENT 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 Agreement, and may demand and obtain records and testimony from SUBRECIPIENT. SUBRECIPIENT understands and agrees that in addition to all other remedies and consequences provided by law, the failure of SUBRECIPIENT to fully cooperate with the Inspector General when requested may be deemed by the CITY to be a material breach of this Agreement. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals on this day of 20_ WITNESSES: M Print Print STATE OF FLORIDA COUNTY OF PALM BEACH Title The foregoing instrument was acknowledged before me this day of , 20_7 by Personally Known OR Produced Identification_ Type of Identification Produced Seal {00492534.1 306-9905603} NOTARY PUBLIC Signature Print Page 9 of 10 Page 102 of 305 ATTEST: City Clerk CITY OF BOYNTON BEACH, FLORIDA M Mayor Approved as to form: City Attorney {00492534.1306-9905603} Page 10 of 10 Page 103 of 305 Attachment "A" Wounded Veterans Relief Fund Scope of Services City of Boynton Beach ARPA Subrecipient for Coronavirus State and Local Fiscal Recovery Funds Project Name: Boynton Beach Veteran Emergency Housing Assistance Project Location: Boynton Beach Project Manager: Alana Long Company: Wounded Veterans Relief Fund Contact Name: Michael Durkee Contact Email and mdurkee@wvrf.org Phone Number: Contact Mailing 300 Prosperity Farms Road, Suite F, North Palm Beach, FL 33408 Add ress: Project Description Funding for housing support for homeless veterans and veterans on the verge of homelessness (homelessness prevention) Deliverables: Veterans will be tracked in our case -management system. The number of (Metrics/Outcomes) veterans helped and their stories will be shared with the City of Boynton Bch. Payment Terms: In -Advance Project Timeline: January 18, 2023 to January 18, 2024 Subrecipient must provide quarterly reports as indicated in the Quarterly Reporting Schedule below. Quarterly reports must include: • All ARPA funds received from the City for each quarter and total to date. • All eligible expenditures of ARPA funds received from the City each quarter and total to date. • All metrics and outcomes for each quarter and total to date. • All receipts for eligible expenditures of ARPA funds spent within the reporting quarter. Quarterly Reporting Schedule Report Year Quarter Period Covered Due Date 1 2022 1 January 1— March 31 April 15, 2022 2 2022 2 April 1— June 30 July 31 July 15, 2022 3 20223 July 1— September 30 October 15, 2022 4 2022 October 1— December January 15, 2023 31 5 2023 1 January 1— March 31 April 15, 2023 6 2023 2 April 1— June 30 July 31 July 15, 2023 7 20233 July 1— September 30 October 15, 2023 8 20234 October 1— December January 15, 2024 31 9 2024 1 January 1— March 31 April 15, 2024 10 20242 April 1— June 30 July 31 July 15, 2024 11 120243 July 1— September 30 October 15, 2024 Page 1 of 2 Page 104 of 305 BUDGET Veteran Rent/mortgage assistance 12 2024 Homelessness prevention October 1— December anuary 15, 2025 Interim housing Homelessness assistance Initial Move -in Costs $18,500 Stable housing 31 BUDGET Veteran Rent/mortgage assistance $25,000 Eviction prevention Homelessness prevention Temporary shelter (hotel) $6,500 Interim housing Homelessness assistance Initial Move -in Costs $18,500 Stable housing Homelessness assistance Total $50,000 Page 2 of 2 Page 105 of 305 C00111 Consent Agenda 1/17/2023 Requested Action by Commission: Proposed Resolution No. R23-010- Approve and authorize the Mayor to sign the lease agreement between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency for the space located at 511 East Ocean Avenue. Explanation of Request: The CRA purchased the properties located at 511, 515 & 529 East Ocean Avenue on December 16, 2021. 511 E. Ocean Avenue is currently leased to Harvey E. Oyer, J r., I nc. d/b/a Oyer, Macoviak and Associates. The City is in need of a temporary office for the City's Park Rangers and has reached out to CRA staff to inquire about available CRA -owned properties. This property would meet the City's needs and would be move - in ready. Commencement of construction of the new project, The Pierce, will begin on the property after site plan modification/approval and issuance of a building permit. It is anticipated that the land use approval and permitting process will take approximately one year. Therefore, a one year lease is being recommended with approval from the developer, BB QOZ, LLC . The basic terms of the lease are as follows: • One year term with a one year extension • Termination by either party with a sixty day notice • Rent $10 per month • Use for government offices • Utilities, care & maintenance to be paid by tenant How will this affect city programs or services? The lease will provide a temporary location to house the Park Compliance Manager and the Park Rangers at one location. Fiscal Impact: The City will responsible for the maintenance and utilities for the leased space which, based on current bills, is averaging about $22k per year. Description Monthly Annual Cleaning 315.00 3,780.00 Gas 24.00 288.00 Electric 433.72 5,204.64 Water 224.17 2,690.04 D u mpster 863.43 10, 361.16 22, 323.84 Alternatives: Continue to house the Park Rangers at the public works compound and the Parks Compliance Page 106 of 305 Manager at the Art and Cultural Center Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type D IRE)S()l LA ti 0 111 D Ag ir'E�'E) rTIE) 111 t Description lRE)SOkAboin appirovilllgI EsaSE�, Agir'E)E)irT1E)1['1t with thE) C RA for 511 IE ast OC 2,ain AVENI'l LAE) I EsaSE�, Agir'EsE)irTIENI'lt Page 107 of 305 I RESOLUTION NO. R23-010 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 3 APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE LEASE 4 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE 5 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR 6 THE SPACE LOCATED AT S11 EAST OCEAN AVENUE; AND 7 PROVIDING AN EFFECTIVE DATE. 8 WHEREAS, the CRA purchased the properties located at 511, 515 & 529 East Ocean 9 Avenue on December 16, 2021 and has leased 511 E. Ocean Avenue to Harvey E. Oyer, Jr., Inc. 10 d/b/a Oyer, Macoviak and Associates; and 11 WHEREAS, the City needs temporary offices for the City's Park Rangers and has 12 reached out to CRA staff to inquire about available CRA -owned properties; and 13 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 14 recommendation of staff, deems it to be in the best interests of the City residents to approve 15 and authorize the Mayor to sign the lease agreement between the City of Boynton Beach and 16 the Boynton Beach Community Redevelopment Agency for the space located at 511 East 17 Ocean Avenue. 18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 19 BOYNTON BEACH, FLORIDA, THAT: 20 Section 1. Each Whereas clause set forth above is true and correct and 21 incorporated herein by this reference. 22 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 23 approve and authorize the Mayor to sign the lease agreement between the City of Boynton 24 Beach and the Boynton Beach Community Redevelopment Agency for the space located at 511 S:ACA\RESO\Agreements\Lease Agreement With CRA For 511 East Ocean - Reso.Docx Page 108 of 305 25 East Ocean Avenue. A copy of the Lease Agreement is attached hereto and incorporated herein 26 as Exhibit "A". 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 ATTEST: 45 46 47 Maylee De Jesus, MPA, MMC 48 City Clerk 49 50 51 (Corporate Seal) 52 53 54 Section 3. That this Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this 17th day of January, 2023. CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE YES NO Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreements\Lease Agreement With CRA For 511 East Ocean - Reso.Docx Page 109 of 305 LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this day of , 2022, by and between the Boynton Beach Community Redevelopment Agency, whose address is 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435, hereinafter referred to as "Landlord", and The City of Boynton Beach, whose address is 100 E. Ocean Avenue, Boynton Beach, FL 33435, hereinafter referred to as "Tenant", collectively referred to herein as the "Parties," and agree as follows: 1. Description of Leased Premises. The Landlord agrees to lease to the Tenant the office space located at 511 East Ocean Avenue, and more specifically described in Exhibit "A" attached hereto, and made a part hereof (the "Leased Premises"). 2. Term. The term of this Lease Agreement ("Lease") shall be for a period of one (1) year (the "Term"), commencing on the first (1st) day of January, 2023, and shall expire at midnight on December 31, 2023. Provided Tenant is not in default in the performance of this Lease, the parties hereto may elect to extend this Lease for an additional one (1) year term (terminating on December 31, 2024), as may be mutually agreed upon in writing and signed by the parties at the time of any such extension. The Tenant or Landlord may terminate this lease for convenience and without penalty provided each party gives no less than sixty (60) days written notice to the other. 3. Rent. The annual rent shall be payable in advance in equal monthly installments of ten and 00/100 Dollars ($10.00) per month, on the first day of each and every calendar month during the term hereof, and prorata for any fractional portion thereof. 4. Taxes. Both Landlord and Tenant are exempt from payment of Florida sales and use tax on real property rented, transient rental property rented, tangible personal property purchased or rented, or services purchased. 5. Use. The Leased Premises shall be occupied and used by Tenant exclusively as Governmental Offices, and those uses incidental thereto. Tenant shall not use or permit the Leased Premises to be used for any other purpose. 6. Assignment and Subletting. Tenant shall not assign this Lease, nor sublet the whole or any part of the Leased Premises without first obtaining the written consent of the Landlord, which shall not be unreasonably withheld. Landlord may assign this Lease to a subsequent owner of the Leased Premises upon a thirty (30) day notice to Tenant. Page 1 of 10 01353422-3 Page 110 of 305 7. Condition of Premises/Inspection by Lessee. The Tenant has had the opportunity to inspect the Leased Premises and acknowledges with its signature on this Lease that the Leased Premises are in good condition and comply in all respects with the requirements of this Lease. Additionally, the Tenant agrees to take possession of the Leased Premises with all current fixtures present in their "as is" condition as of the date hereof. Furthermore, the Landlord makes no representation or warranty with respect to the condition of the Leased Premises or its fitness or availability for any particular use, and the Landlord shall not be liable for any latent or patent defect therein. 8. Common Area. Landlord grants to Tenant the non-exclusive right to use, in common with all other tenants or occupants of the Real Property, the Common Area of the Real Property. The term "Common Area" shall mean all areas and improvements excluding the lobby and stairwell to the second floor, on the Real Property which are not leased or held for lease to tenants, including without limitation the parking area, aisles, sidewalks, loading areas, passageways, stairs, ramps, landscaping, and other common service areas subject to the conditions hereinafter set forth. Tenant shall maintain the Common Area in good repair at Tenant's sole cost and expense. 9. Alterations and Improvements by Tenant. Tenant shall not make any alternations or improvements to the Leased Premises without the prior written consent of Landlord, which consent Landlord may deny in Landlord's sole and absolute discretion. Furthermore, any leasehold improvements shall be made at the Tenant's expense, and in accordance with applicable federal, state or local codes, ordinances or regulations, having due regard for the type of construction of the building housing the subject leasehold Premises. 10. Liens. Tenant shall keep the Leased Premises and all parts of the Real Property free and clear of all liens and any other encumbrances at all time. In the event a lien is placed against the Leased Premises, through actions of the Tenant, Tenant will promptly pay the same or bond against the same and take steps immediately to have such lien removed. If the Tenant fails to have the lien removed, the Landlord shall take steps to remove the lien and the Tenant shall indemnify and hold the Landlord harmless for all costs and expenses, including attorney's fees, occasioned by the Landlord in having said lien removed from the property; and, such costs and expenses shall be billed to the Tenant monthly and shall be payable by the Tenant with that month's regular monthly rental as additional reimbursable expenses to the Landlord by the Tenant. 11. Utilities. Tenant shall be solely liable for utility charges for the Leased Premises as they become due, including those for water, sanitation, sewer, electricity, telephone services, and any other services used in, on or about the Leased Premises by Tenant. Page 2 of 10 01353422-3 Page 111 of 305 12. Care and Maintenance of Leased Premises. The Tenant shall at its own expense and at all times, maintain the Leased Premise in good and safe condition, and shall surrenderthe same at termination hereof, in as good condition as received, normal wear and tear excepted. Further, Tenant shall be responsible for and arrange all janitorial services, pest control and lawn and other landscaping maintenance on and around the Leased Premises. 13. Damage or Destruction of Premises. If at any time during the term of this Lease, the Leased Premises or any part of the Building or Parcel shall be damaged or destroyed by fire, casualty or structural defects that the same cannot be used for Tenant's purposes, then Tenant shall have the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. In the event of minor damage to any part of the Leased Premises, Building or Parcel, if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In such case, there shall be no abatement of rent. 14. Entry and Inspection. Tenant shall permit Landlord and its agents to enter upon the Leased Premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Landlord at any time within sixty (60) days prior to the expiration of this Lease, to permit persons desiring to lease the same to inspect the Lease Premises. 15. Indemnification/Hold Harmless. Subject to applicable Florida law and Florida Statute §768.28, the Tenant shall hold Landlord harmless and indemnify Landlord from all injury, loss, claims, actions or damage to any person or property while on the Leased Premises and any related expense, including attorney's fees, unless caused by the willful acts or omissions or gross negligence of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain, with respect to the Leased Premises, comprehensive general liability insurance with limits of not less than one million dollars for injury or death from one accident and $500,000.00 property damage insurance, insuring Landlord and Tenant against injury to persons or damage to property on or about the Leased Premises. A copy of the policy or a certificate of insurance, naming Landlord as an additional insured, shall be delivered to Landlord on or before the commencement date. 16. Parking. During the term of this Lease, Tenant shall have the non-exclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non - reserved common automobile parking areas, driveways, and footways, such to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserve the right to designate parking areas for Tenant and Tenant's agents and employees. Page 3 of 10 01353422-3 Page 112 of 305 17. Signage. Tenant shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances, to erect, maintain, place and install exterior signage at the Leased Premises. 18. Default. In the event that: a. Tenant shall be in default in the payment of rent or other charges herein required to be paid by Tenant (default herein being defined as payment received by Landlord ten or more days subsequent to the due date); or b. Tenant has caused a lien to be filed against the Landlord's property and said lien is not removed within thirty (30) days of recordation thereof; or C. Tenant shall default in the observance or performance of any of the covenants and agreements required to be performed and observed by Tenant hereunder for a period of thirty (30) days after notice to Tenant in writing of such default (or if such default shall reasonably take more than thirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion); or d. Tenant has abandoned the premises; or e. Tenant has been adjudged bankrupt. Landlord shall be then entitled to its election to exercise concurrently or successively, at Landlord's absolute discretion, any one or more of the following rights: i. Terminate this Lease bygiving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the term of this Lease, and all rights of Tenant under this Lease and in and to the Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination, and Tenant shall surrender the Premises to Landlord on the date specified in such notice; or ii. Terminate this Lease as provided herein and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including, without limitation, a sum which, at the date of such termination, represents the then value of the excess, if any, of (a) the Rent and all other sums which would have been payable hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the date herein before set for the expiration of the full term hereby granted, over (b) the aggregate reasonable rental value of the Premises for the same period, all of which excess sum shall be deemed immediately due and payable; or Page 4 of 10 01353422-3 Page 113 of 305 iii. Without terminating this Lease, declare immediately due and payable all Rent and other amounts due and coming due under this Lease for the entire remaining term hereof, together with all other amounts previously due, at once; provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment in advance of rent for the remainder of said term. Upon making such payment, Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees, tenants, and subtenants on account of said Premises during the term of this Lease, provided that the monies to which tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all costs, expenses and attorney's fees of Landlord incurred in connection with the reletting of the Premises; or iv. Without terminating this Lease, and with or without notice to Tenant, Landlord may in its own name but as agent for Tenant enter into and upon and take possession of the Premises or any part thereof, and, at landlord's option, remove persons and property therefrom, and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of Tenant, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agent of Tenant with or without advertisement, and by private negotiations and for any term upon such terms and conditions as Landlord may deem necessary or desirable in order to relet the Premises. Landlord shall in no way be responsible or liable for any rental concessions or any failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon such reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including, without limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment of rent and other charges then due and unpaid hereunder; and the residue, if any shall be held by Landlord to the extent of and for application in payment of future rent as the same may become due and payable hereunder. In reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant shall not be credited therefore. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such reletting shall be construed as an election by Landlord to terminate this Lease unless a written notice of such election has been given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous default provided same has not been cured; or V. Without liability to Tenant or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Tenant any property, material, labor, utilities or other service, whether Landlord is obligated to furnish or render the same, so long as Tenant is in default under this Lease; or Page 5 of 10 01353422-3 Page 114 of 305 vi. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes due; or viii. Pursue such other remedies as are available at law or equity. Landlord's pursuit of any remedy of remedies, including without limitation, any one or more of the remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination, or (2) serve as the basis for any claim of constructive eviction, or allow Tenant to withhold any payments under this Lease. 19. Quiet Enjoyment. Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all of the terms, covenants and conditions on Tenant's part to be observed and performed hereunder, that Tenant may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or molestation from Landlord or any persons lawfully claiming through Landlord. 20. Holding Over. In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Landlord and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The rental shall be the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such occupancy. 21. Waiver. Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. 22. Attorney's Fees. If suit should be brought for recovery of the Leased Premises, or for any sum due hereunder, or because of any act which may arise out of the possession of the Leased Premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including reasonable attorney's fees. 23. Notices. Wherever in this lease it is required or permitted that notice or demand be given or served by either party on the other, such notice or demand shall be deemed given when written and hand delivered, or deposited in the United States Mail, certified, return receipt requested, postage prepaid, addressed as follows: Page 6 of 10 01353422-3 Page 115 of 305 If to Landlord: Boynton Beach Community Redevelopment Agency Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 360 South Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to Tenant: City of Boynton Beach Daniel Dugger, City Manager 100 E. Ocean Avenue Boynton Beach, Florida 33435 With a copy to: Mike Cirullo Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Ft. Lauderdale, Florida 33308 24. Severability. If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 25. Brokerage. The parties represent that no party has acted as, by or through a broker in the effectuation of this Lease. 26. Time of Essence. Time is of the essence in the performance of this Lease. 27. Entire Agreement. This instrument contains the entire and only agreement between the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any force and effect. This Lease shall not be modified in any way except by a writing executed by both parties. 28. Subordination. This Lease is subject and subordinate to all mortgages and deeds of trust which may now or hereafter encumber the Property, Building, or any appurtenances thereto, or any leases, renewals or modifications related thereto. This clause shall be self - operative and no further instruments of subordination shall be required in order for this clause to be effective. Page 7 of 10 01353422-3 Page 116 of 305 29. Amendment. No Amendment of this Lease shall be effective unless reduce to writing and subscribed by the parties with all the formality of the original. 30. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 31. Governing Law. All matters pertaining to this Lease (including its interpretation, application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Palm Beach County, State of Florida. In the event that litigation results from or arises out of this Lease or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY] Page 8 of 10 01353422-3 Page 117 of 305 IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written or have caused this Lease to be executed by their respective officers thereunto duly authorized. Signed, sealed and delivered in the presence of: WITNESSES: WITNESSES: 01353422-3 LANDLORD: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY JIM Name: Title: TENANT: THE CITY OF BOYNTON BEACH By: 1►Foi0 Title: Page 9 of 10 Page 118 of 305 EXHIBIT "A" LEGAL DESCRIPTION 511 East Ocean Avenue Boynton Beach, FL 33435 Parcel Identification Number: 08-43-45-28-03-006-0100 Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Page 10 of 10 01353422-3 Page 119 of 305 6.D. Consent Agenda 1/17/2023 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 1/17/2023 Requested Action by Commission: Accept the written report to the Commission for purchases over $10,000 for the month of December 2022. Explanation of Request: Per Ordinance No.01-66, Chapter 2, Section 2-56.1 Exceptions to competitive bidding, Paragraph b, which states: Further, the City Manager, or designee is authorized to execute a purchase order on behalf of the City for such purchases under the $49,999 bid threshold for personal property, commodities, and services, or $200,000 for construction. The City Manager shall file a written report with the City Commission at the second Commission meeting of each month listing the purchase orders approved by the City Manager, or designee. All backup documentation is available upon request. Below is a list of the purchases for December 2022: Purchase Order # Vendor 230654 TRIPP ELECTRIC MOTORS, INC. 230663 TRANSOURCE SERVICES CORP. 230666 BLUE LINE INNOVATIONS 230682 GREEN THUMB LAWN & GARDEN 230701 ENGENUITY GROUP 230706 TRACK STAR I NT'L, INC. 230715 THE PARK & FACILITIES CATALOG 230718 GRAYBAR ELECTRIC COMPANY INC. 230722 PATI OVA LLC 230725 AL PACKER FORD LINCOLN 230734 BUSINESS ORIENTED SOFTWARE SOLUTIONS, INC. 230737 STRYKER MEDICAL 230749 FEC ROW, LLC 230757 THYSSENKRUPP ELEVATOR 230762 CAULFIELD & WHEELER, INC. 230785 L-TRON CORPORATION 230791 WESTARCHITECTURE & DESIGN, LLC 230794 GLASDON, INC. Amount $17,210.89 $13,384.78 $31,008.00 $14,213.52 $26,042.00 $25,740.00 $18,165.00 $21,148.21 $29,280.00 $42,164.50 $10,558.00 $17,676.59 $34,908.54 $13,673.50 $27,005.00 $14,558.95 $48,350.00 $10,812.75 Page 120 of 305 How will this affect city programs or services? Ordinance No.01-66, Chapter 2, Section 2-56.1 assists departments in timely procurement of commodities, services, and personal property. Administrative controls are in place with the development of a special processing form titled "Request for Purchases over $10,000" and each purchase request is reviewed and approved by the Department Director, Finance Department, and City Manager, or designee. Fiscal Impact: This Ordinance provides the impact of reducing paperwork by streamlining processes within the organization. This allows administration to maintain internal controls for these purchases, reduce the administrative overhead of processing for approval, and allowfor making more timely purchases. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Ty pe Attachment Description Purchases Oveir $10,000 foir I[.)eceirnbeir 2022 Page 121 of 305 CITY OF BOYNTON BEACH APPROVED REQUESTS FOR PURCHASES OVER $10,000 FOR DECEMBER 2022 1. Vendor: TRIPP ELECTRIC MOTORS, INC. Purchase Amount: $17,210.89 Requesting Department: UTILITY Contact Person: DAVID ROLAND Date: 12/2/2022 Brief Description of Purchase: EMERGENCY REPAIR OF PUMP AND MOTOR AT ONE MILLION GALLON STORAGE TANK Source for Purchase: EMERGENCY CONFIRMING ORDER Fund Source: 403-5000-533.65-02 WT2102 2. Vendor: TRANSOURCE SERVICES CORP. Purchase Amount: $13,384.78 Requesting Department: ITS Contact Person: MICHAEL BENNETT Date: 12/5/2022 Brief Description of Purchase: PURCHASE ANNUAL EXAGRID HARDWARE/SOFTWARE MAINTENANCE, ALLOWING CITY TO KEEP EXAGRID APPLIANCES UP TO DATE. Source for Purchase: PIGGYBACK: STATE OF FL CONTRACT Fund Source: 401-2821-536.46-91 CONTRACT # PA43211500-WSCA-15-ACS 001-1510-513.46-20 3. Vendor: BLUE LINE INNOVATIONS Purchase Amount: $31,008.00 Requesting Department: POLICE Contact Person: PETER PICCIANO Date: 12/6/2022 Brief Description of Purchase: OUTER VEST CARRIERS FOR POLICE OFFICERS Source for Purchase: SINGLE SOURCE Fund Source: 105-3457-521.52-20 4. Vendor: GREEN THUMB LAWN & GARDEN Purchase Amount: $14,213.52 Requesting Department: UTILITY Contact Person: BRYAN HELLER Date: 12/9/2022 Brief Description of Purchase: PURCHASE OF MOBILE CART - 2023 JOHN DEERE GATOR XUV560E Source for Purchase: PIGGYBACK: STATE OF FL CONTRACT Fund Source: 401-2811-536.64-31 CONTRACT # 25101900 -21 -STC 5. Vendor: ENGENUITY GROUP Purchase Amount: $26,042.00 Requesting Department: ENGINEEERING Contact Person: MOISEYABDURAKHMANOV Date: 12/12/2022 Brief Description of Purchase: RENDER PROFESSIONAL SURVEYING SERVICES, PREPARE A BOUNDARY, TOPOGRAPHIC AND TREE SURVEY FOR PUBLIC WORKS COMPOUND. Source for Purchase: CONTRACT #UTL22-014 Fund Source: 303-4116-580.49-17 6. Vendor: TRACK STAR INTERNATIONAL INC. Purchase Amount: $25,740.00 Requesting Department: POLICE DEPARTMENT Contact Person: KARL MARACOTTA Date: 12/12/2022 Brief Description of Purchase: MAINTENANCE RENEWAL FOR AUTOMATED VEHICLE LOCATING SYSTEM (AVLS) Source for Purchase: SOLE SOURCE Fund Source: 001-2112-521.46.20 7. Vendor: THE PARK & FACILITIES CATALOG Purchase Amount: $18,165.00 Requesting Department: PUBLIC WORKS DEPARTMENT Contact Person: JOSE MURRAY Date: 12/15/2022 Brief Description of Purchase: OCEANFORNT PARK FURNISHINGS - PICNIC TABLES Source for Purchase: 3 QUOTES Fund Source: 303-4210-572.52-20 RP2312 Page 122 of 305 8. Vendor: GRAYBAR ELECTRIC COMPANY INC. Purchase Amount: $21,148.21 Requesting Department: WAREHOUSE Contact Person: JEN PACIELLO Date: 12/15/2022 Brief Description of Purchase: ELECTRICAL EQUIPMENT FOR REHAB OF STATIONS FOR UTILITIES Source for Purchase: 3 QUOTES Fund Source: 401-2816-536.52-75 9. Vendor: PATIOVA LLC Purchase Amount: $29,280.00 Requesting Department: PUBLIC WORKS Contact Person: JOSE MURRAY Date: 12/15/2022 Brief Description of Purchase: OCEANFRONT PICNIC TABLES WITH BENCHES Source for Purchase: SOLE SOURCE Fund Source: 303-4210-572.62-01 RP2313 10. Vendor: AL PACKER FORD LINCOLN Purchase Amount: $42,164.50 Requesting Department: DEVELOPMENT Contact Person: PAM WOHLER Date: 12/15/2022 Brief Description of Purchase: PURCHASE OF FORD EXPLORER FOR DEVELOPMENT SERVICES Source for Purchase: THREE QUOTES Fund Source: 130-2411-524.64-33 11. Vendor: BUSINESS ORIENTED SOFTWARE SOLUTIONS, INC. Purchase Amount: $10,558.00 Requesting Department: ITS Contact Person: MICHAEL BENNETT Date: 12/16/2022 Brief Description of Purchase: BOSS DESK SERVICE TICKET SYSTEM SUBSCRIPTION 02/01/2023-01/31/2024 Source for Purchase: SOLE SOURCE Fund Source: 001-1510-513.46-91 12. Vendor: STRYKER MEDICAL Purchase Amount: $17,676.59 Requesting Department: RECREATION AND PARKS Contact Person: KACY YOUNG Date: 12/16/2022 Brief Description of Purchase: ELEVEN (11) NEW AEDS TO REPLACE OBSOLETE IN ALL RECREATION CENTERS. Source for Purchase: THREE QUOTES Fund Source: 001-2710-572.64-02 13. Vendor: FEC ROW, LLC Purchase Amount: $34,908.54 Requesting Department: UTILITIES Contact Person: CHRIS ROSHECK Date: 12/21/2022 Brief Description of Purchase: FLORIDA EAST COAST RAILWAY - ANNUAL INVOICE THAT IS PAID EACH YEAR FOR THE CITY -OWNED PIPE CROSSINGS UNDER THE FEC RAILROAD. Source for Purchase: ANNUAL FEE Fund Source: 401-2810-536.49-41 401-2815-536.49-41 401-2824-536.49-41 401-2815-536.49-41 401-2816-536.49-41 14. Vendor: THYSSENKRUPP ELEVATOR Purchase Amount: $13,673.50 Requesting Department: PUBLIC WORKS Contact Person: ARIANA GRECO-ARENCIBIA Date: 12/27/2022 Brief Description of Purchase: ELEVATOR MAINTENANCE FOR VARIOUS AREAS WITHIN COBB; SCHOOLHOUSE, MUSEUM, CULTURAL CENTER, BBPD, BBFD, COBB HALL LIBRARY Source for Purchase: CONTRACT # 006-2511-21 Fund Source: 001-2511-519.49-17 Page 2 Page 123 of 305 15. Vendor: CAULFIELD & WHEELER, INC. Purchase Amount: $27,005.00 Requesting Department: ENGINEERING/ PW Contact Person: GARY DUNMYER Date: 12/27/2022 Brief Description of Purchase: ECO PARK - PROFESSIONAL SURVEYING SERVICES - TITLE SEARCH, WETLAND DELINEATION AND SEASONAL WAER TABLE FIELD MARKING. TOPOGRAPHIC SURVEYING AND TREE SURVEY. Source for Purchase: CONTRACT # UTL22-014 Fund Source: 302-4135-572.63-05 RP2202 16. Vendor: L-TRON CORPORATION Purchase Amount: $14,558.95 Requesting Department: POLICE Contact Person: SOPHIA STEWART Date: 12/29/2022 Brief Description of Purchase: PURCHASE OF OSCR360 SYSTEM. A 360 DEGREE SPHERICAL IMAGE CAPTURING KIT FOR FRIME SCENE INVESTIGATIONS Source for Purchase: SOLE SOURCE Fund Source: 001-2112-521.64-02 001-2112-521.46-91 001-2112-521.64-14 001-2112-521.52-20 17. Vendor: WEST ARCHITECTURE & DESIGN LLC Purchase Amount: $48,350.00 Requesting Department: ENGINEEREING Contact Person: GAIL MOOTZ Date: 12/29/2022 Brief Description of Purchase: PREPARE CONCEPTUAL SITE PLAN FOR LITTLE LEAGUE PARK. Source for Purchase: CONTRACT # 046-2821-17 Fund Source: 302-4220-572.63-05 GG2305 18. Vendor: GLASDON, INC. Purchase Amount: $10,812.75 Requesting Department: PUBLIC WORKS Contact Person: JOSE MURRAY Date: 12/30/2022 Brief Description of Purchase: OCEANFRONT PARK FURNISHINGS - TRASH CANS AND RECYCLE BINS Source for Purchase: SOLE SOURCE Fund Source: 303-4210-572.62-01 RP2313 303-4210-572.52-20 RP2313 Page 3 Page 124 of 305 6.E. Consent Agenda 1/17/2023 Requested Action by Commission: Approve minutes from the January 3, 2023 City Commission Meetings. Explanation of Request: The City Commission met on January 3, 2023 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: There is no fiscal impact to the budget from this item. Alternatives: Approve, amend and approve, or do not approve the minutes. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description 1['1LAtE)S Coirnirnia:>sioin I E)E)tiir':g I li1r'1LAtEss 01 03 2023 Page 125 of 305 Minutes of the City Commission Meeting Held Online Via the GoToWebinar Platform and In -Person at the City Hall Commission Chambers 100 East Ocean Avenue, Boynton Beach, Florida On Tuesday, January 3, 2023, at 6:00 P.M. Present: Mayor Ty Penserga Vice Mayor Angela Cruz Commissioner Woodrow L. Hay Commissioner Thomas Turkin Commissioner Aimee Kelley 1. Agenda Items A. Call to Order - Mayor Ty Penserga Daniel Dugger City Manager Mike Cirullo, City Attorney Maylee De Jesus, City Clerk Mayor Penserga called the meeting to order at 6:00 P.M. Roll Call City Clerk Maylee De Jesus called the roll. A quorum was present. Invocation by Pastor David Wiggins, St. John's Missionary Church Invocation was given by Pastor David Wiggins. Pledge of Allegiance to the Flag led by Vice Mayor Angela Cruz Vice Mayor Cruz led the Pledge of Allegiance to the Flag. Agenda Approval: Additions, Deletions, Corrections Mayor Penserga asked for Item 12A to be moved up to after 7A. Commissioner Kelley requested to add a review of advisory boards ordinance to future agenda. Commissioner Turkin asked to table Item 8A. He asked staff to look into an ordinance for a tent for paraphernalia shops; downtown policing unit; facial recognition camera compliance by all small businesses; and partner with the Castro family on a memorial, to honor his name. He congratulated the Fire Department on their promotions. Mayor Penserga asked to have the discussion at the next meeting regarding the tent paraphernalia shops. He asked Commissioner Turkin to clarify the request for a downtown police unit. Page 126 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Commissioner Turkin spoke about the concerns in the downtown area and wanting to have more Police presence. Mayor Penserga said that it may be a report from the Chief about the status of an action plan for the downtown. City Manager Dugger stated that they are working on getting something memorialized for Sgt. Dennis Castro. Vice Mayor Cruz asked to move Item 8A to after 12A, which was moved up to 7A. Commissioner Hay asked to add an update on additional cemetery land for the City of Boynton Beach to future agenda items. He stated that Bishop Bernard Wright was hit by a car last week, and he would like to call for a moment of silence for Bishop Wright. There was a moment of silence to honor Bishop Wright. Motion: Vice Mayor Cruz moved to approve the agenda, as amended. Commissioner Turkin seconded the motion. The motion passed unanimously. 2. Other A. Informational items by the Members of the City Commission. Commissioner Hay stated that he has no disclosures, and he wished everyone a Happy New Year. Vice Mayor Cruz wished everyone a Happy New Year. She disclosed that she spoke to Jeff Burns from Affiliated regarding item 8A. Commissioner Turkin stated that he spoke with Affiliated regarding item 8A. He asked for clarity on water being shut off at the 500 Ocean building. Commissioner Kelley disclosed speaking to Affiliated regarding item 8A. She spoke about the holiday gift baskets that were given out to children and their families in Boynton Beach. She thanked all of staff for their help, and the Council for giving money to it. Mayor Penserga read a letter from a resident in Nautica Sound regarding excellent service from Public Works employees, especially Andre Tookes. 3. Announcements, Community and Special Events And Presentations F Page 127 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 A. Announcement of the 51st Annual Holiday Parade Awards by Gabrielle Favitta, Events Division Manager. Ms. Favitta stated that they received 55 award entries. She announced the 51st Annual Holiday Parade Awards. The award winners are: Boynton Beach Garden Club, Boynton Beach Community High School, Max M. Fisher Boys and Girls Club, Suncoast High School Marching Band, Royal Palm Beach High School Groove Marching Band, Faiths Place Center for Arts Education Inc. Band. The People's Choice Award goes to Christa McAuliffe High School. The Mayor's Choice Award winner is Congress Middle School. She also announced the January 16 MLK Day of Service and Celebration. B. Announce Chlorine Flushing Maintenance of Public Water Supply from January 5 - 25, 2023 to City of Boynton Beach Utilities Customers Mayor Penserga announced the Chlorine Flushing Maintenance of Public Water Supply from January 5 - 25, 2023. He read the notice into the record. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 -minute allowance may need to be adjusted depending on the level of business coming before the City Commission) David Katz spoke about Joe Josemond, and stated that he went to the Supervisor of Elections to request information regarding Mr. Josemond's address changes. He stated that Mr. Josemond has never lived in any of the addresses that he has stated that he lives in. Mack McCray stated that we have a charter and one of the requirements is living within the district for a year. He read into the record a letter by Kathy Harris, regarding the address that Mr. Josemond stated that he lived at when he filed his Notice of Intent to Run. Danny Ferrell stated that he wanted to speak about the Senior Advisory Board. He said that they did 150 baskets for residents of the City and donated the leftovers to the Benvenutos, to give out food. He spoke about housing in the City, and said that first responders and teachers are not the highest paid, but are hard workers, and that one issue is meeting median income, in order to be eligible for workforce housing. He asked that the Commission work with Palm Beach County about getting proper workforce housing in the City, and to gear it towards the lower end of the pay scale. Susan Oyer stated that sister cities is running a program "Home is Where the Art is" and they are collecting artwork. She spoke about affordable housing and stated that we should build condos and townhomes and not apartments. She agreed with the prior speakers, that the candidates need to live in the district where they say that they live, and this person does not live there and should not be able to run for the district seat. 3 Page 128 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Bryce Graham stated that he has been coming to Boynton Beach to fight for justice for Stanley Davis III, and on the one-year anniversary, Bishop Bernard Wright was hit by a car. He stated that the Police Department has been working tirelessly to find the person that hit him. He mentioned that there should not be someone that is allowed to be on the ballot if he does not qualify. He wished everyone a Happy New Year John Danes acknowledged the dais for the program that they allowed Bill Tome to be the Director at the Boynton Beach PAL Program. He spoke about his experience with Mr. Tome and working with him on the PAL Program. He said that he looks forward to working with the dais and the community. Cindy Falco DiCorrado spoke about the separation of church and state. She stated that the Commissioners are violating the law. She asked for the City to remove the LGBTQ+ flag within 30 days. Mara Conye spoke about the LGBTQ+ flag that is painted at the intersection, and the art piece with benches on the corner of Ocean Avenue and Seacrest Blvd. David Burr stated that he used to be a Boynton Beach City Commissioner and said that that idea of what is going on is disgusting because as long as nobody hurts anyone else, they should be created equally. Harry Woodworth thanked everyone that came out to the Inca Holiday Party, and that the City Manager reached out to them for a follow up meeting and he thanked staff. Vinnie Marino stated that the LGBTQ+ flag is discrimination, and spoke about a removable flag statute, and said that it is a disgrace to have it near a school. She said that they expect to see the flag removed within 30 days. Ernest Mignoli stated that he wants everyone to contact him to help the City come back together. He stated that he has the most investigative experience than anyone else, but he can not get information as a "press" person. He stated that the Police presence scares people from coming to the meetings. Virtual Speakers: 1 hand was raised. Vanessa Del Monte stated that she wants to talk about the pedestrian walkway at 6t" Street on Ocean Avenue, and that it is important to prioritize safety from people driving through there. She stated that there is a developer of a community that wants to be involved and help build the walkway. 5. Administrative A. Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. Page 129 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Commissioner Hay asked for verification regarding Joe Josemond. City Attorney Cirullo stated that the City Clerk is ministerial, and she does not investigate. He stated that there is a way to challenge the candidate. Commissioner Hay stated that verification of addresses question has come up to him. City Attorney Cirullo reiterated that there is a forum, and the City Clerk does not determine that. He stated that if someone wants to challenge the residency, they go through the court. Vice Mayor Cruz stated that the Supervisor of Elections (SOE) works together with the City Clerk. City Attorney Cirullo stated that the City Clerk is the Supervisor of our elections but the she does not investigate the information. City Manager Dugger stated that we do not have a precedence because this has not happened before. He said that he will work with Legal to verify the complaint. He said that he will speak with each Commissioner, and he will make sure that all laws are complied with. Commissioner Turkin stated that the qualification paperwork does not require something, like a City utility bill. He asked if they wanted to change the charter does it need a referendum. City Attorney Cirullo responded yes. Motion: Commissioner Turkin moved to appoint Laura Fasolo to the Regular position on the Employee's Pension Plan Board for 3 years. Commissioner Hay seconded the motion. The motion passed unanimously. Vice Mayor Cruz was absent for the vote. Motion: Commissioner Kelley moved to appoint Victor Norfus to the Alternate position on the Historic Preservation Board for one year. Commissioner Hay seconded the motion. The motion passed unanimously. Motion: Mayor Penserga moved to appoint Russell Faine to the City Resident position on the Police Officers' Retirement Trust Fund for 4 years. Commissioner Hay seconded the motion. The motion passed unanimously. Commissioner Turkin asked if someone must apply for a Board before being nominated. 5 Page 130 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Mayor Penserga stated the interested person should contact the City Clerk for the forms. 6. Consent Agenda A. Proposed Resolution No. R23-001- Approve Resolution of Support for the Florida Department of Transportation to include the design and construction of a pedestrian crossing of East Ocean Avenue at NE 6th Street in its East Ocean Avenue resurfacing project. The City would need to fund its portion of the design and construction. B. Proposed Resolution No. R23-002 - Approve and authorize the City Manager to sign Grant Agreement with the Florida Inland Navigation District and all subsequent amendments and documents for the Boynton Beach Fire and Police Dock and Lift Phase 1. C. Proposed Resolution No. R23-003- Approve and authorize the Mayor to sign a FEMA Building Resilient Infrastructure and Communities Grant (BRIC) grant application to the Florida Division of Emergency Management (FDEM) for the Heart of Boynton Infrastructure Retrofit and authorize the execution by appropriate City officials of all documents associated with the grant application. D. Proposed Resolution No. R23-004- Authorize the City Manager to sign all documents associated with the acceptance and grant agreement for the Victims of Crime Act grant subject to the approval of the City Attorney. E. Approve Task Order SCADA-12-2023 with McKim & Creed in the sum of $54,650.00 for assistance with Remote Site Programmable Logic Controllers (PLC) upgrades in accordance with RFQ No. 038-2821-19/TP for Supervisory Control and Data Acquisition (SCADA) System Programming, Preventive Maintenance and Repair Services as approved by Commission January 21, 2020. F. Approve Task Order 23-B-01 with Engenuity Group, Inc., in the amount of $83,024.00 in accordance with RFQ No. UTL22-014, Professional Surveying and Mapping Services, awarded by City Commission on June 21st, 2022 to provide professional surveying services, for the road and sidewalk rehabilitation on SW 8th Street and a portion of the neighborhood known as "Lake Boynton Estates". G. Proposed Resolution No. R23-005- Amend the FY 2022-23 budget, which will adjust budgeted appropriations and revenue sources and provide spending authority for the General Fund (001), Building Fund (130), Parks & Recreation Trust Fund (141), General Government Capital Improvement Funds (302 & 303), the Utility Capital Improvement Funds (403 & 404), the rp Page 131 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Golf Capital Improvement Fund (412), and the Fleet Fund (501) for previous years Purchase Orders. H. Proposed Resolution No. R23-006- Adopt the 2022 Affordable Housing Advisory Committee Housing Incentives Review Report. Legal Expenses - November 2022 - Information at the request of the City Commission. No action required. J. Legal Expenses - October 2022 - Information at the request of the City Commission. No action required. K. Approve the one-year extension for RFPs/Bids and/ or piggy -backs for the procurement of services and/or commodities under $100,000 as described in the written report for December 20, 2022 - "Request for Extensions and/or Piggybacks." L. Accept the written report to the Commission for purchases over $10,000 for the month of November 2022. M. Approve minutes from the November 10, 2022, November 29, 2022, and December 15, 2022 Special City Commission Meetings for Closed Door Sessions, and the December 6, 2022 and December 20, 2022 City Commission Meetings. Commissioner Kelley pulled items 6C, 6D, and 6H. Motion: Commissioner Hay moved to approve the remainder of the consent agenda, as amended. Commissioner Kelley seconded the motion. The motion passed unanimously. 6C - Proposed Resolution No. R23-003- Approve and authorize the Mayor to sign a FEMA Building Resilient Infrastructure and Communities Grant (BRIC) grant application to the Florida Division of Emergency Management (FDEM) for the Heart of Boynton Infrastructure Retrofit and authorize the execution by appropriate City officials of all documents associated with the grant application. Poonam Kalkat stated that they heard from FEMA that they might not be able to fund this grant, but that the work should be done and they have a presentation regarding what can be done. She spoke about this as follows: FEMA Building Resilient Infrastructure and Communities (BRIC) Grant FY2022; MAP of the "Heart of Boynton Beach" area; Project Purpose; Proposed Mitigation Activity; Infrastructure Needs for Water Needs; Sanitary Sewer Needs, Storm Water Needs, and Roadway Needs; Budget; Phase I; Phase II; Building Resilient Infrastructure and Communities BRIC Grant FY 2022 Timelines; and Questions. F Page 132 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Commissioner Kelley thanked her for the presentation. Commission Hay asked if the northwest corner on Gateway is included in the design. Ms. Kalkat stated that she will take a look and said that they will do phased approaches to work that is needed in the City. Motion: Commissioner Turkin moved to approve Resolution No. R23-003. Commissioner Hay seconded the motion. The motion passed unanimously. 6D - Proposed Resolution No. R23-004- Authorize the City Manager to sign all documents associated with the acceptance and grant agreement for the Victims of Crime Act grant subject to the approval of the City Attorney. City Manager Dugger explained the Victim Advocate position and thanked staff that was able to get this grant, which has approximately $74,000 in funding. Commissioner Turkin asked how the Victim Advocate will be chosen. City Manager Dugger stated that it will be through the normal hiring process. Motion: Commissioner Kelley moved to approve Resolution No. R23-004. Commissioner Hay seconded the motion. The motion passed unanimously. 6H - Proposed Resolution No. R23-006- Adopt the 2022 Affordable Housing Advisory Committee Housing Incentives Review Report. RJ Ramirez, Community Improvement Manager, presented the State Housing Initiatives Partnership (SHIP Grant Program) as follows: The AHAC responsibilities; eleven housing incentives strategies; discussion of incentives; 2022 AHAC recommendation; and City staff comments/suggestions. Commissioner Kelley stated that she sits on this committee and one of the concerns is that there are staff recommendations that she wanted read on the record, such as permitting fee reduction. She wanted to get it on the record about why some things cannot be done, and the incentives that they are recommending. Vice Mayor Cruz asked how a resident can participate. Mr. Ramirez explained that the residents can contact him or go online and submit the application. He explained what documents are necessary for this program. ." Page 133 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Commissioner Kelley asked how to direct staff to amend the report before being submitted. Mr. Ramirez stated that the comments will be sent with the revision to the Florida Finance Corporation and explained how they will be added in the SHIP Program. Motion: Commissioner Kelley moved to approve Resolution No. R23-006. Commissioner Hay seconded the motion. The motion passed unanimously. 7. Consent Bids and Purchases over $100,000 A. Approve the purchase of Water Meters and Equipment with Sensus USA as an awarded vendor for the maintenance and replacement of water equipment for the City's Utility Metering System. The City is currently using Sensus's Advance Metering Infrastructure (AMI). Items will be ordered on an "as needed" basis for the estimated annual expenditure of $950,000. Motion: Commissioner Hay moved to approve the Consent Bids and Purchases over $100,000. Commissioner Kelley seconded the motion. The motion passed unanimously. 12A - Proposed Resolution No. R23-008- Approve Settlement Agreement in the case of the City of Boynton Beach, a Florida municipal corporation, Plaintiff, vs. JKM BTS CAPITAL, LLC, Defendant - Palm Beach County Circuit Court Case Number: 50- 2020CA01 2780-XXXX-MB. City Attorney Cirullo read the process into the record, and explained who is present here today regarding this. He stated that they are not voting on any development applications, just the settlement agreement. Attorney Thomas Baird, Special Counsel from Jones Foster, stated that their law firm is the oldest in Palm Beach County and he gave a history of their background in this lawsuit. He spoke about the litigation process that they have gone through. He said that continuing with litigation will delay the project, and that they are on a trial docket for September, unless they have a settlement. He explained the settlement agreement that is proposed. He said that there are no obligations to the new developer, and they are not required to approve any new development plan. He stated that the hope is that they will receive a better development plan, and once that is approved, development will move forward. He commented that this is a magnificent project that would compliment our amazing City Hall. He stated that if we find that the settlement agreement is not acceptable, they are probably looking at another few years again to negotiate. Commissioner Hay asked at what point do they have to not deal with JKM. Page 134 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 Attorney Baird responded that they will not have to deal with JKM once they sign the settlement agreement, but it is contingent upon the sale of the property. Commissioner Turkin stated that it is a disgrace that we are sitting here dealing with this and that they had to take this issue on from the prior Commission. He said that he would like to have something move forward, and that he would like to partner with the new company to make sure that it works for the community. Commissioner Kelley stated that residents always ask why the City could not get their land back and asked if there was any discovery that they came across that would allow them to retain their land back. Attorney Baird stated that absence proving that there was fraud, it would be difficult to get that land back. He said that there was no claim to fraud in the discovery. Commissioner Kelley stated that they have worked very hard to make this move forward, and that the City needs to see this move forward. Vice Mayor Cruz stated that this is not the ideal situation, however, it could be a very lengthy process and it would be risky for the City if they did not approve the settlement agreement. She said that it is their duty to seek the best route to move forward. Kathleen Rosemell, part of the special counsel team, highlighted a few of the points previously spoken about. She commented about the settlement agreement being contingent on the development agreement. She said that JKM has been working on a contract with Time Equities for the sale of the property. She further explained the process regarding the settlement agreement. Harvey Oyer, of Shutt and Bowen, LLP, representing Time Equities, spoke about the history of Time Equities, and about some of their properties. He reiterated the process that could happen if they do not go through with the settlement agreement. He mentioned the Casa Mara project in the City of West Palm Beach and their victory with that property. Robert Singer, Time Equities, spoke about the company as follows: introduction of Chairman & CEO, and staff; Tenacity & Wisdom; TEI Development Case Studies; and he showed pictures of properties that they worked on. He thanked the staff for all of the work that they have done so far on this. Bradley Miller, Land Planner with Urban Design Studio, spoke about their relationship with Time Equities and stated that they will get a better project with this developer. Mayor Penserga explained the process that they will follow. Commissioner Hay stated that he feels comfortable moving forward with these companies. He said that the concern was financing, and he does not see that as a concern with this developer. He stated that he would love to see this completed in his 10 Page 135 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 lifetime. Vice Mayor Cruz thanked the partners for coming and giving them hope for the future. She said that this gives her a lot of hope for a beautiful project. Commissioner Turkin stated that he is happy that there is no concern for funding. He is looking forward to the site plan approval and hopes for something great in those empty lots. Commissioner Kelley thanked them for coming and introducing themselves to the residents, to get peace of mind on this project. Public Comments: Tom Ramiccio welcomed Time Equities and stated that it is refreshing to have developers that can proceed with a project. He said that he is concerned with the way they adopted the settlement agreement, especially the shade meetings that happened. He spoke about the options agreement. Mark Karageorge stated that the past is history and we need to move forward. He urged them to agree to the settlement agreement because it is the best we can do. He stated that closed door sessions are necessary sometimes. Harry Woodworth stated that the concern is switching this to a development problem, not a legal problem. He stated that we should move forward with the settlement agreement. Virtual Comments: 1 hand Ramona Young stated that we should move forward, but we need to remain transparent. Motion: Commissioner Turkin moved to approve Resolution No. R23-008. Commissioner Hay seconded the motion. The motion passed unanimously. Commissioner Turkin asked that Time Equities go to the property owners that will be directly affected, since they live right there next to the property. 8. Public Hearing 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Approval of Variance (ZNCV 23-002) of Part III, Chapter 4, Article II, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five Page 136 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Commissioner Turkin stated that he wanted to table this item. Mayor Penserga asked if the Commission would like to hear the presentation or table the item. Vice Mayor Cruz stated that it would be a benefit to the City to look at the site plan, as we are looking at the variance. Mayor Penserga stated that there is consensus to move this item to the next meeting. Amanda Radigan, Planning and Zoning Director, stated that it is looking to go to the Planning and Development Board on January 24th, then move forward at the City Commission meeting on February 21St Vice Mayor Cruz stated that it would be beneficial to discuss this item so that they have ideas and perspectives moving forward. City Attorney Cirullo stated that if they are not talking about the variance, and just about the process, they can move forward. Commissioner Turkin asked if time is a concern. There was discussion regarding the timeframe to get this variance and site plan to move forward. Vice Mayor Cruz stated that Affiliated is here, and it would be beneficial to have a discussion regarding this since they are already here. Jeff Burns, CEO of Affiliated, stated that he is excited about the Time Square Project. He stated that he understands why they would like to hear about the variance in totality with the site plan. He said that this does not affect their planning. Commissioner Turkin clarified that they do not mind waiting. Mr. Burns responded yes. Ms. Radigan clarified the process and timeline. Motion: Commissioner Turkin moved to continue the item to the February 21, 2023 City Commission Meeting. Commissioner Hay seconded the motion. The motion passed unanimously. 12 Page 137 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 B. Proposed Ordinance No. 22-024- Second Reading - Approve the establishment of the Mixed -Use Downtown (MU -DT) zoning district (CDRV 22-004) amending Part II Land Development Regulations Chapter 3. Art III. Sec 1.E (Table 3-4). Mixed Use Urban Building and Site Regulations and Sec 5.C.1. Building and Site Regulations (Table 3-22). Ms. Radigan stated that there have been no changes between first and second reading. Commissioner Turkin stated that he will repeat his ask to lower the density from 70 to 60 units per acre. Motion: Commissioner Turkin moved to approve Ordinance No. 22-024 and lower the density from 70 to 60 units per acre. Commissioner Hay seconded the motion. Attorney Cirullo read the Ordinance by title. Public Comments: Susan Oyer stated that she is disappointed in this, and that none of the residents want this. She said that over 90% of the residents voted to not have it higher than 4 stories, but they are being ignored. Harry Woodworth stated that he has been up here to speak against the high density since 1984. He said that it is too dense, that they should listen to the people, and give the residents the space to live. Virtual Comments: 1 hand was raised. Gregory Hartman stated that Commissioner Turkin's recommendation is a good compromise. He said that with more people, there will be more traffic and it will only get worse. In a roll call vote, the motion passed unanimously. Commissioner Turkin stated that this is a win-win situation and a way to continue to have responsible development. He thanked City staff with working on this and with him. 9. City Manager's Report- None 10. Unfinished Business A. Approve updated eligibility requirements and total funding amount for the ARPA Small Business Assistance Grant Program. 13 Page 138 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 John Durgan, Economic Development Manager, spoke about the ARPA Small Business Assistance Grant Program as follows: City Commission feedback; determining program funding / eligibility requirements; and tiered system options. Commissioner Turkin commended Mr. Durgan on his work. Mr. Durgan asked how much will be allocated towards this program, and said that the prior maximum was $350K, but he needs a final number. Mayor Penserga stated that he is comfortable with $350K and see what requests come in. Commissioner Hay asked where most of the businesses fall into, under the tiered system. Mr. Durgan stated that he does not have a number, but is happy to follow up with the Commission. Commissioner Turkin stated that he believes that they could help more people with Option 1. Mr. Durgan stated that most municipalities use Option 1. Vice Mayor Cruz asked if the total loss is less than the minimum grant, would they get just what they lost. Mr. Durgan responded yes. Commissioner Kelley agreed with Option 1. Mr. Durgan stated that if they do a round 1, he would come back with a report to the Commission. Commissioner Kelley asked what about the timeline, to start seeing results. Mr. Durgan explained that he can make the amendments by next week, and they can get everything advertised next week. He mentioned that he would like to do some marketing outreach for the program. There was discussion regarding the plan for outreach; document requirements; having a workshop to push this out; and having assistance to fill out the grant applications. Commissioner Hay asked if Mr. Durgan feels comfortable working on this as a one 14 Page 139 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 man show. Mr. Durgan responded yes, and he said that they are in the process in hiring someone in a position to be able to help him. Mayor Penserga stated that they should have a formal introduction of the new HR Director at the next meeting. Public Comment: Susan Oyer commended Mr. Durgan on the outstanding job that he did with this. She stated that the marketing is her issue, and she is happy that it was addressed. She asked if there is an email group that can go out to people who apply for Business Tax Receipts (BTR's). Mr. Durgan stated that they do have an email list for BTR's, and they will be using that email blast. Jim Sizic stated that his frustration is that when this was first addressed, they mentioned the elimination of anyone that already received funding. He said that there should be some urgency of need. Mr. Durgan stated that there is preference on those who have not received any kind of funding. Mayor Penserga said that it does not exclude the people who have received funding, it just prioritizes companies that have not received any money. Mr. Durgan clarified prioritizing that there will be a first round, in 2 months with $350K and he will come back with a report. There was discussion regarding the cap on funding towards the project and limitations to the different rounds. There was consensus to get round one going and come back with a report. Motion: Commissioner Turkin moved to approve the updated eligibility requirements and total funding amount for the ARPA Small Business Assistance Grant Program, with Option 1. Commissioner Kelley seconded the motion. The motion passed unanimously. 11. New Business -None 12. Legal 15 Page 140 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 A. Proposed Resolution No. R23-008- Approve Settlement Agreement in the case of the City of Boynton Beach, a Florida municipal corporation, Plaintiff, vs. JKM BTS CAPITAL, LLC, Defendant - Palm Beach County Circuit Court Case Number: 50-2020CA012780-XXXX-MB This item was moved up and discussed after item 7A. B. B. Proposed Resolution No. R23-009- Approve and authorize the Mayor to sign the Declaration of Restrictive Covenant designating the future park site in the Meadows subdivision as green space. City Attorney Cirullo stated that this was put together at the direction of the Commissioners, with the help of staff. Commissioner Kelley thanked staff for working on this and said that it came about due to communication with residents. She said that this has been a green space for forever, and they would like it to stay that way. Mayor Penserga asked staff to have Community Green get trees out there. Vice Mayor Cruz commended Commissioner Kelley for taking this step and making it happen. Public Comment: There were none. Virtual Comment: There were none. Motion: Commissioner Kelley moved to approve Resolution No. R23-008. Commissioner Turkin seconded the motion. The motion passed unanimously. 13. Future Agenda Items A. Consider revised local rules for approval. - January 17, 2023 B. Continued discussion regarding a potential park in Leisureville and creating a Restrictive Covenant on this parcel, requested by Vice Mayor Cruz. - January 17, 2023. C. Continue discussion on adding a new sister city based on recommendations from Boynton Sister Cities. - February 7, 2023 D. Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - February 2023 16 Page 141 of 305 Meeting Minutes City Commission Meeting Boynton Beach, FL January 3, 2023 E. Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin — TBD 14. Adjournment Motion: Commissioner Hay moved to adjourn the meeting. Commissioner Kelley seconded the motion. The motion passed unanimously. There being no further business to discuss, the meeting was adjourned at 9:32 P.M. CITY OF BOYNTON BEACH ATTEST: Maylee De Jesus, MMC City Clerk 17 Page 142 of 305 7.A. Requested Action by Commission: Approve the one-year extension for RFPs/Bids and/ or piggy -backs for the procurement of services and/or commodities over $100,000 as described in the written report for January 17, 2023 - "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 NUMBER RENEWAL AMOUNT SOLICITATION TERM Annual Graybar Purchase of Piggyback City of Kansas City with February 1, 2023 Estimated Electric Electrical Parts and Omnia Partners RFP Contract No. - January 31, Expenditure Company Components EV2370 2025 $220,000 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: 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 Application: Page 143 of 305 Is this a grant? Grant Amount: Attachments: Type D AttachirTIENI'lt D AttachirTIENI'lt Description Bid EAE)insioins aind Fliggy Backs oveir $100,000 ('34'aybar EE)Ctric Coirnpainy, II1['1C- IRENIIE)W,.--.Ill 2023 2025 Page 144 of 305 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY -BACKS OVER $100,000 January 17, 2023 REQUESTING DEPARTMENT. MATERIALS AND DISTRIBUTION DEPARTMENT CONTACT. MICHAEL DAUTA TERM: February 1, 2023 to January 31, 2025 SOURCE FOR PURCHASE: City of Kansas City with Omnia Partners No. EV2370 ACCOUNT NUMBER: 502-000-141.01-00 VENDOR(S): GRA YBAR ELECTRIC COMPANY ANNUAL ESTIMATE. $220,000 DESCRIPTION: On 5-7-19, City Commission approved the utilization of the City of Kansas City with Omnia Partners Contract for the purchase of electrical parts and components for $70,000. On, 1-4-22, City Commission approved an increase for a total of $150,000. This is for purchases of electrical parts, components and lighting for Warehouse Stock and various applications throughout the City. As well as suppling parts necessary to maintain functioning lift stations. The vendor has agreed to renew the Contract. Renew the two-year renewal option term from February 1, 2023 thru January 31, 2025. DocuSign Envelope ID i 3A8 D7C48-36 E9-4 F63 -A B55-C4C F2A976027 MODIFICATION OF CONTRACT Modification No.:1 Effective Date: 02-01-23 3. Senior Procurement Officer: Mia Wilson Telephone Number: (816) 513-0778 4. Issued By CITY OF KANSAS CITY, MISSOURI Procurement Services Division 1 st Floor, Room 102 W, City Hall 414 East 12th Street Kansas City, Missouri 64106-2793 2. Contract EDSD3 DS DS EV2370 Effective Date: 02-01-18 5. Supplier — Name and Address GRAYBAR ELECTRIC COMPANY INC ATTN: JEFF PESKUSKI 11885 LACKLAND ROAD ST. LOUIS, MISSOURI 63146 630-640-4905 6. SPECIAL INSTRUCTIONS: Retain this signed copy of the modification and attach it to the original contract that was previously provided by the Procurement Services Division. 7. Description of Modification ELECTRICAL,LIGHTING,DATA COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED PRODUCTS,SERVICES AND SOLUTIONS Contract EV2370 is renewed for two (2) years, February 1, 2023 to January 31, 2025 by exercising the options to renew, the authority for which is contained in Section 3 of the CONTRACT. Taxpayer Clearance Letter. In accordance with City Ordinance No. 010461, if the City renews a contract, the Vendor shall provide new proof of tax compliance dated not more than ninety (90) days prior to the renewal date of the contract. Submission of this proof shall be a condition precedent to the City making the first payment under such renewal. This tax clearance letter may be obtained from the City's Revenue Division at (816) 513-1135 or (816) 513-1083. All other Terms and Conditions of Contract EV2370 remain unchanged. 8. City of Kansas City, Missouri By: Darrell Everette, CPSM,MBA DocuSigned by: I—AY L f W,Vtt, 'drhtidgi'& Procurement Services This Day: 11/28/2022 (REV. 01/09) Page 146 of 305 7.B. Requested Action by Commission: Approve an Amendment to Purchase Order No. 210344 with Globaltech Inc. in the amount of $18,496.00 to provide additional engineering services and special inspection service for Fluoride Storage and Feed Improvements project at the East Water Treatment Plant, for a total Purchase Order amount of $160,158.50. Explanation of Request: On September 1St 2020, City of Boynton Beach approved Task Order UT -3A-02 with Globaltech, under the General Consulting Services Contract in accordance with RFQ No. 046-2821-17/TP for Fluoride Storage and Feed Improvements at the East Water Treatment Plant. The project will reinstate the fluoridation system at the plant and comply with regulatory requirements of the Florida Department of Health. The Utilities Department is adding additional process control and monitoring to the design of the project to provide better control capabilities for Plant operators and to optimize the fluoridation system operations. The Amendment also includes services of specialized inspectors during construction as required by the City's Building Department. The original task order and proposed amended fee for this Purchase Order are as follows Original Purchase Order Amount: $141,622.50 Proposed Amendment No. 1: $ 18,496.00 Total Purchase Order Amount: $160,118.50 How will this affect city programs or services? Implementation of changes to the design will provide additional process control and monitoring capabilities to Plant operations staff and enable the City to provide a high level of service to our water customers. Fiscal Impact: Funding is available in the Utilities C I P account 403-5000-533.65-02 WT2008. Alternatives: Do not approve the Amendment. Strategic Plan: High Performing Organization, Public Health and Safety Strategic Plan Application: Climate Action Application: Page 147 of 305 Is this a grant? No Grant Amount: Contracts Vendor Name: Globaltech Inc. Start Date: End Date: Contract Value: Minority Owned Contractor?: No Extension Available?: Extension Explanation: Attachments: Type irT1E)i dirT1E)1[':t Description F:::k.a0ir'iidE) II:::.W..TF1 irT1E)i dirT1Esir1t No 1 Page 148 of 305 TASK ORDER # UT -3C-04 — AMENDMENT 1 CITY OF BOYNTON BEACH GENERAL CONSULTING SERVICES SCOPE OF WORK FOR DESIGN AND SERVICES DURING CONSTRUCTION OF FLUORIDE STORAGE AND FEED IMPROVEMENTS FOR THE EAST WATER TREATMENT PLANT INTRODUCTION The City of Boynton Beach (CITY) entered into an AGREEMENT entitled General Consulting Services RFQ No. 047-2821-17/TP (CONTRACT) with Globaltech, Inc. (CONSULTANT) to provide engineering services for various general activities, approved by the Boynton Beach City Commission on September 7, 2018. This Task Order will be performed under that AGREEMENT. SCOPE OF SERVICES The CITY has requested an Amendment to Task Order #UT -3C-04 to change the project's scope. The changes include design drawing deliverables related to the following items: The addition of a chemical scale on the fluoride day tank inside the pump room. This chemical scale will work as a backup to the high accuracy level instrument installed on the day tank. The addition and installation of a Prominent D1 Cb fluoride analyzer. The analyzer will act to sample and store fluoride concentration continuously. The analyzer is for record purposes at this time, and grabbing samples at the distribution system entrance will remain as the method of fluoride concentration measurement to be reported to the DOH. Special inspection services performed by WGI, Inc. Changes in the Scope of Services by Amendment 1 are described below and in the attached ENGINEERING proposal (Attachment A). Task 1 - Design Service Changes for this subtask include • Additional 100% Design drawing sheets for the addition of the day tank chemical scale and fluoride analyzer installation • Review meeting to discuss the 100% Design drawings with CITY and revise drawings based on comments. • Inclusion of the new sheets in the Record drawing set prepared from the Contractor's red lines. Task 2 - Permitting Services NO CHANGE 1 of 5 Page 149 of 305 Task 3 - Bidding and Contractor Selection Services NO CHANGE Task 4 — Services During Construction Services Changes for this subtask include • Providing engineering SDC as described in Task Order #UT -3C-04 to facilitate the installation of the day tank chemical scale and fluoride analyzer, including site visit, shop drawing and submittal review, RFI's, and contractor coordination. Services Not Included in Scope of Services NO CHANGE PROJECT PERSONNEL Changes for this subtask include the CONSULTANT proposing David Schuman to serve as this project's project manager and technical reviewer. DELIVERABLES The CONSULTANT will prepare the following deliverables as outlined in Task 1. • Three (3) copies of 11 "x17" and PDF set of 100% Design drawings regarding Task 1. • Signed and sealed drawings for the Contractor's building department application. • Inclusion of the new sheets in the Record drawings as outlined in Task Order #UT -3C-04 COMPENSATION The change in scope of Task Order #UT -3C-04 for Amendment 1 shall result in a cost change in the amount of $18,496.00, which will be billed on an hourly not to exceed basis. An additional cost for adding engineering services will increase from $141,662.50 to $160,158.50. Attachment - A provides the compensation summary for the project of $18,496.00. ATTACHMENT — A Compensation Summary (Engineering Estimate) Submitted by Globaltech, Inc. By: Richard Olson. P.E. Title: Vice President of Engineering Date 10/5/22 2 of 5 Page 150 of 305 ATTACHMENT -A Compensation Summary Page 151 of 305 Attachment A Task Order # UT-3C-04 DESIGN AND SERVICES DURING CONSTRUCTION OF FLUORIDE STORAGE AND FEED IMPROVEMENTS FOR THE EAST WATER TREATMENT PLANT Principal Project Senior Senior Process Total Subconsultant Manager Engineer Electrical Engineer CADD Clerical Labor Services Subconsultant contractual Labor Rates,$/Hr. $225,04 _ '$215.00, _� $195,00 ! $1§0.00, ' $135,04 $114.00 '$6750 Task 1 Fluoride Analyzer and Chem. Scale Design Coordination with Client 1 2 4 8 $1,675.00 Coordination with Contractor 1 2 4 $1,135.00 Analyzer and Additional Scale Design Sheets Mechanical 4 10 8 4 $3,392.00 Electrical/I&C 4 8 6 $3,064.00 Equipment Selection 2 4 4 $1,730.00 Special Insepction Services $7,500.00 WGI Subtotal Task 1 0 12 0 16 22 14 12 $10,996.00 Total 0 12 0 16 22 14 12 $18,496.00 Page 152 of 305 September 9, 2022 David Schuman, PE Globaltech, Inc, 6001 Broken Sound Parkway NW Suite 010 Boynton Beach, Florida 33487 kB I Lk(�abjtp! allex,,h(JI) corn Re: Boynton Beach Water Treatment Plant Fluoride System Improvements- Special Inspection Services Dear Troy, WGI, Inc. (WGI) is, pleased to provide this, proposal to GlobalTech, Inc. CLIENT) for professional services on the above -referenced project. Our scope of services and corresponding fees are detailed below. In addition, it is agreed that WGI's services will be performed pursuant to WGI's, "Agreement Provisions," which are enclosed and incorporated into this, proposal. PROJECT UNDERSTANDING The City of Boynton Beach will proceed with construction of the Fluoride System Improvement Construction is assumed to be completed in 9 months. As a Structural Engineer of Record (SER) for the Construction Documents, WGII is requested to provide the Special Inspection Service per building permit requirement. ENGINEERING SERVICES I. Special Inspection, Service (Hourly not to exceed) $7,500 Special inspection is required to fulfill the permit requirement by City of Boynton Beach's building department. Special inspection services (Required by Florida Statues) shall be contracted directly with fee owner of the building, The Scope of Services will be limited to special inspections of the reinforced concrete masonry walls. Inspections will be performed per the permitted Construction Documents and their purpose will be to verify that the works constructed is substantial accordance with Contract Documents including variances approved by SER. Reporting will be to Identify work performed in general conformance with Contract Documents as well as indicating the location and description of deviations. The Contractor shall cooperate with and assist special inspector in performing his inspection duties. The Special Inspector shall have free access to project at all times, The Contractor shall review the plan and coordinate the schedule of work to accommodate the required inspections, The Contractor shall provide a minimum 24 hours of notice to the Special Inspector for all inspections. The Special Inspector rate will be equal to Chief Engineer, and the Special Inspector's representative rate will be equal to Engineer I (see'GI fee Schedule). 2035 WA,i V1h,"'7t F'V;id I, I 33d I I t: 1'�61,68'/ f, 561,6.x," , I i 10 WGInc,com Page 153 of 305 This proposal is based on the following: 1. Significant modification will require an amendment to this Contract . WCI Will Submit a separate proposal for those services; 2, Construction phase shall not exceed 9 months INFORMATION REQUIRED The following additional information will be required to begin design services on this project: 1. Full set permitted documents. 2. Construction schedule. Any additional optional services requested by CLIENT will be, provided in accordance with WGI's hourly fee schedule in effect at the time of service, or a fixed fee to be negotiated once a scope of service is defined. PROPOSAL ACCEPTANCE We appreciate the opportunity to be of service to Globaltech, Inc. Upon acceptance of this proposal, please issue a Task Order for the work. @WGI. Page N of 305 7.C. Requested Action by Commission: Proposed Resolution No. R23-011- Award of Bid No. PW E23-004 for "Re -Bid Ezell Hester Jr. Park Improvement- PH 1A" and authorize the City Manager to sign a Construction Contract and issue a Purchase Order to the lowest responsive and responsible bidder, LTG Sports Turf One, LLC., of Boynton Beach, Florida, in the amount of $3,685,000.00 plus a 10% contingency amount of $368,500.00, for a total estimated amount of $4,053,500.00. Explanation of Request: On November 10, 2022, Purchasing Services issued a Bid for "Re -Bid of Ezell Hester Jr. Park Improvements — Phase 1A" with a mandatory pre-bid meeting held on November 15, 2022 in order to review the project with interested and qualified contactors. The purpose of the bid was to obtain the services of a qualified contractor to renovate and refurbish the Ezell Hester Jr. Park — Phase 1 A. On December 8, 2022, the City received and opened a total of three (3) submittals to this Bid. The submittals were reviewed by procurement. The City reserves the right to award the Contract or Purchase Order to the most responsive, responsible bidder whose bid represents the most advantageous bid to the City, price, and other factors considered. After reviewing the bid proposal submitted by LTG Sports Turf One, LLC, City Engineering staff and Purchasing Services recommend this project be awarded to LTG Sports Turf One, LLC. Estimated time to complete: 270 calendar days. CONTRACTOR NAME BASE BID TOTAL Bid Proposal #1 LTG Sports Turf One, LLC $3,685,000.00 Bid Proposal #2 CSR Heavy Construction $3,891,149.00 Bid Proposal #3 West Construction, Inc. $4,167,768.00 How will this affect city programs or services? This project will modernize the sports complex. It replaces the existing grass field with a synthetic turf field, adds more parking, replaces the bleachers and press box, upgrades the lighting (that will be cheaper to operate), and provides for security installations. The grass field is not capable of providing the required level of service. The new synthetic turf field will allow for everyday use for football and/or soccer without a recovery rest period. Fiscal Impact: $3 million of the funds for this expenditure are available in Fund Account # 303-4209-572.63- 05 (RP2101). The remaining $685,000 are available in Fund Account # 303-4905-580.63-08 (CP0266). Alternatives: Not award and reject all bids. Resolicit the requirement. Strategic Plan: Page 155 of 305 Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Contracts Vendor Name: LTG Sports Turf One, LLC Start Date: End Date: Contract Value: 3,685,000.00 Minority Owned Contractor?: Extension Available?: No Extension Explanation: Attachments: Type D IRE)S()�I LA ti 0 111 D Cointract D AttachirTIENI'lt D fa lba ShE)E)tS Description RE)SOkAtioin aw.,irdillIg IfREs IBlid aind Cointract to I T ("3Y Sports TL.Jlir'f forEZE)�l I 1E)StE)ir Jr Park RhaSE) 1A FIVTE23 004 IREIBid EZE)1l I 11E)StE)ir' Jr, Park I rqpir'oveirT1E)1['1t Rhea SE) 1A Cointract I R'3y Sports TL.Jlir'f 0111E) BidFliroposall FIVTE23 004 IREIBid EZE)1l I lla)StE)ir Jr, Park I rqpir'oveirT1E)1['1t Rhea SE) 1A Bid T,,..'ibLA. atioin Page 156 of 305 1 RESOLUTION NO. R23-011 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AWARD OF BID NO. PWE23-004 FOR "RE -BID EZELL 5 HESTER JR. PARK IMPROVEMENT - PH 1A" AND AUTHORIZE THE CITY 6 MANAGER TO SIGN A CONSTRUCTION CONTRACT AND ISSUE A 7 PURCHASE ORDER TO THE LOWEST RESPONSIVE AND RESPONSIBLE 8 BIDDER, LTG SPORTS TURF ONE, LLC., OF BOYNTON BEACH, FLORIDA, 9 IN THE AMOUNT OF $3,685,000.00 PLUS A 10% CONTINGENCY 10 AMOUNT OF $368500.00, FOR A TOTAL ESTIMATED AMOUNT OF 11 $4,053500.00; AND PROVIDING AN EFFECTIVE DATE. 12 13 WHEREAS, on November 10, 2022, Purchasing Services issued a Bid for "Re -Bid of 14 Ezell Hester Jr. Park Improvements —Phase 1 A" with a mandatory pre-bid meeting held on 15 November 15, 2022 in order to review the project with interested and qualified contractors; 16 and 17 WHEREAS, the purpose of the bid was to obtain the services of a qualified contractor 18 to renovate and refurbish the Ezell Hester Jr. Park— Phase 1A; and 19 WHEREAS, on December 8, 2022, the Procurement received and opened a total of 20 three (3) submittals to this Bid; and 21 WHEREAS, after reviewing the bid proposal submitted by LTG Sports Turf One, LLC, 22 the City's Engineering staff and Purchasing Services recommend this project be awarded to 23 LTG Sports Turf One, LLC.; and 24 WHEREAS, the City Commission of the City of Boynton Beach upon recommendation 25 of staff, deems it to be in the best interest of the citizens of the City of Boynton Beach to 26 approve award of Bid No. PWE23-004 for "Re -Bid Ezell Hester Jr. Park Improvement - PH 1A" 27 and authorize the City Manager to sign a Construction Contract and issue a Purchase Order to 28 the lowest responsive and responsible bidder, LTG Sports Turf One, LLC., of Boynton Beach, 29 Florida, in the amount of $3,685,000.00 plus a 10% contingency amount of $368,500.00, for a 30 total estimated amount of $4,053,500.00. 31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 32 OF BOYNTON BEACH, FLORIDA, THAT: 33 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 34 as being true and correct and are hereby made a specific part of this Resolution upon S:ACA\RESO\Agreements\Award Re -Bid and Contract for Ezell Hester Jr Park hnprovement (LTG Sports Turf) - Reso.docx -1- Page 157 of 305 35 36 37 38 39 40 41 42 43 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 adoption. Section 2. The City Commission of the City of Boynton Beach, Florida, hereby approves award of Bid No. PWE23-004 for "Re -Bid Ezell Hester Jr. Park Improvement - PH 1A" and authorize the City Manager to sign a Construction Contract and issue a Purchase Order to the lowest responsive and responsible bidder, LTG Sports Turf One, LLC., of Boynton Beach, Florida, in the amount of $3,685,000.00 plus a 10% contingency amount of $368,500.00, for a total estimated amount of $4,053,500.00, a copy of the Contract is attached hereto and incorporated herein as Exhibit "A". Section 3. That this Resolution shall become effective immediately. PASSED AND ADOPTED this 17th day of January, 2023. ATTEST: Maylee De Jesus, MPA, MMC City Clerk (Corporate Seal) CITY OF BOYNTON BEACH, FLORIDA Mayor — Ty Penserga YES NO Vice Mayor —Angela Cruz Commissioner —Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreements\Award Re -Bid and Contract for Ezell Hester Jr Park hnprovement (LTG Sports Turf) - Reso.docx -2- Page 158 of 305 CONSTRUCTION CONTRACT RE -BID EZELL HESTER JR. PARK IMPROVEMENTS - PHASE 1A THIS AGREEMENT is entered into by and between the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and LTG SPORTS TURF ONE, LLC a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 90 2240 W. Woolbright Road, Boynton Beach, Florida, 33426, hereinafter referred to as the "CONTRACTOR". WHEREAS, the CITY has selected the CONTRACTOR to perform construction services related the [title of project]; and, WHEREAS, at its meeting of January 17, 2023, by Resolution, the CITY Commission approved this award to CONTRACTOR and authorized the proper CITY officials to execute this Agreement hereinafter referred to as Contract No.: PWE23-004. NOW, THEREFORE, CITY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: :J X67 ;1T,TL61;1 CONTRACTOR shall furnish all labor, materials, and equipment and perform all the necessary services in the manner and form provided in the CITY's solicitation (herein referred to as "WORK") entitled:ITS B No.: PWE23-004, Re -Bid Ezell Hester Jr. Improvements - Phase 1A. Article 2. CONSULTANT. CITY of Boynton Beach ("CONSULTANT") has designed the Project and will assume all duties and responsibilities and will have the rights and authority assigned to CONSULTANT in connection with the completion of the WORK in accordance with the Contract Documents. iii ► ' 11I I tI11 ► ' • ► 3.1 Contract Time. The WORK will be substantially completed within (2401 [Two Hundred Forty] calendar days from the effective date of this Agreement, when the Contract Time commences to run as provided in paragraph 2.3 of the General Conditions and completed and ready for final payment in accordance with paragraph 14.9 of the General Conditions within (M [Thirty] calendar days from the date of Substantial Completion. 3.2 Termination for Convenience. This Agreement may be terminated by CITY for convenience, upon providing fourteen (14) business days of written notice to CONTRACTOR for such termination. In the event of termination, CONTRACTOR shall be paid its compensation for services performed till the termination date, including services reasonably related to termination. In the event that CONTRACTOR abandons this Agreement or causes it to be terminated, CONTRACTOR shall indemnify CITY against loss pertaining to this termination. 3.3 Termination for Cause. In addition to all other remedies available to CITY, this Agreement Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-1 100464197.1306-90018211 shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by CONTRACTOR of written notice of such neglect or failure. Liquidated Damages. The CITY and CONTRACTOR recognize and acknowledge that time is of the essence of this Contract and that the CITY will suffer financial loss if the WORK is not completed within the times specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. Each of the parties acknowledges that it has attempted to quantify the damages which would be suffered by the CITY in the event of the failure of CONTRACTOR to perform in a timely manner, but neither one has been capable of ascertaining such damages with certainty. CITY and CONTRACTOR also recognize and acknowledge the delays, expense, and difficulties involved in proving in a legal preceding the actual loss suffered by the CITY if the WORK is not completed on time. Accordingly, instead of requiring any such proof, the CITY and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay the CITY, [One Thousand Six Hundred] Dollars $1,6001 for each day of that expires after the time specified in paragraphs 3.1 for substantial completion until the WORK is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse or fail to complete the remaining WORK within the Contract Time or any proper extension thereof granted by the CITY, CONTRACTOR shall pay CITY Four Hundredl Dollars 400.001 for each day that expires after the time specified in paragraph 3.1 for completion and readiness for final payment. Article 4. CONTRACT PRICE. CITY shall pay CONTRACTOR, for the faithful performance of the Contract, in lawful moneyof the United States of America, and subject to the additions and deductions as provided in the Contract Documents, a total sum as follows: Based on the Contract prices shown in the Bid Form submitted to the CITY as subsequently revised and as stated herein, a copy of such Bid Form being a part of the Contract Documents, the aggregate amount of this Contract (obtained from either the lump sum price, the application of unit prices to the quantities shown in the Bid Form or the combination of both) not to exceed: Three Million Six Hundred Eighty -Five Thousand Dollars $3,685,000.00 (Written) (Numerical) CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. CITY will process Applications for Payment as provided in the General Conditions. 5.1 Progress Payments. CONTRACT may submit an Application for Payment as recommended by CONSULTANT, for WORK completed during the Project at intervals of not more than once a month. All progress payments will be on the basis of the progress of WORK measured by the schedule of values established in Paragraph 2.9.1 of the General Conditions and in the case of Unit Price Work based on the number of units completed or, in the event there is no schedule of values, as provided in the General Requirements. 5.2 Prior to Substantial Completion progress payments will be made in an amount equal to 90% of WORK completed, but, in each case, less the aggregate of payments previously made and less such amounts as CONSULTANT shall determine, or CITY maywithhold, in accordance with paragraph 14.5 of the General Conditions. 5.3 CONTRACTOR shall submit with each Application for Payment, an updated progress Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-2 100464197.1306-90018211 schedule acceptable to the CITY and a Warranty of Title/release of liens relative to the Work that is the subject of the Application. Each Application for Payment shall be submitted to the CITY for approval. The CITY shall make payment to the CONTRACTOR within thirty (30) days after approval by the CITY of CONTRACTOR'S Application for Payment and submission of an acceptable updated progress schedule. 5.4 Five percent (5) of all monies earned by the CONTRACTOR shall be retained by the CITY until Final Completion of the construction services purchased (defined as that point at which one hundred (100) percent of the construction of the work as defined in the Contract Schedule of Values has been performed under the contract by the CONTRACTOR) has been reached and acceptance by CITY. 5.5 The CITY may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: a. Defective Work not remedied. b. Claims filed or reasonable evidence indicating probable filing of claims by other parties against CONTRACTOR. c. Failure of CONTRACTOR to make payments properly to SUBCONTRACTORS or for material or labor. d. Damage to another CONTRACTOR not remedied. e. Liquidated damages and costs incurred by the CITY for extended construction administration. When the above grounds are removed or resolved or CONTRACTOR provides a surety bond or consent of Surety, satisfactory to the CITY, which will protect the CITY in the amount withheld, payment may be made in whole or in part. 5.6 Final Payment. Upon final completion and acceptance of the WORK in accordance with paragraph 14.10 of the General Conditions, CITY shall pay the remainder of the Contract Price as recommended by CONSULTANT as provided in paragraph 14.10. 5.7 All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. CONTRACTOR warrants all work, materials, and equipment shall be free from damages and/or defects owing to faulty materials or workmanship for a period of one (1) year after completion of the WORK covered by this Contract. The CONTRACTOR, free of all costs to the CITY, shall replace any part of the equipment, materials, or work included in this Contract, which proves to be defective by reason of faulty materials, damages, and/or workmanship within twelve (12) month period. Mae—to] 11 meuo 2 111 ►1 ► The Documents hereinafter listed shall form the Contract and they are as fully a part of the Contract as if attached hereto: 7.1 Invitation to Bid 7.2 Instructions to Bidders 7.3 Proposal / Bid Forms (including the Proposal, Schedule(s), Information Required of Proposer, and all required certificates, affidavits, and other documentation) 7.4 Contract 7.5 CONTRACTOR's Performance and Payment Bond, and Warranty Title 7.6 General Conditions 7.7 Special Terms and Conditions Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-3 100464197.1306-90018211 7.8 Specifications and Technical Requirements 7.9 City Construction Standards and Details available online at: wwywwt_Ikptu indt:uiri-12eeic Irw uir¢ / d: it uaidiilludii /ir: Muir diruai duauirn hwt..................... ..........................................................................y.......................................................................................g.....................g...........................................g...................................................................................................................................IL........................................................➢....................................... works ,.,i i!n..g.::::�fivis..jon 7.10 Site & Landscape Plans Entitled: Attachment A 7.11 Geotechnical Engineering Study Entitled: Attachment B 7.12 Addendum No. 1 ARTICLE 8. NOTICE: All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to CITY shall be mailed to: Daniel Dugger, City Manager City of Boynton Beach 100 East Ocean Ave, Boynton Beach, FL 33435 Telephone No. (561) 742-6000 And if sent to the CONTRACTOR shall be mailed to: LTG Sports Turf One, LLC Attention: Bill Gillan; Chloe Berkowitz 2240 W. Woolbri ht Rd Suite 411 Boynton Beach, FL 33426 Telephone No. 561 225-1113 Email b illain( ,I,tqs.r QrtStUirfOine .CcM ; CI)e irlkQwitz It s crirtstuirfoine.corn Article 9. INDEMNITY. 9.1 The CONTRACTOR shall indemnify and hold harmless the CITY and its officers, employees, agents and instrumentalities from liability, losses or damages, including attorneys' fees and costs of defense, which the CITY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of or resulting from the negligence, recklessness, or intentional wrongful misconduct of CONTRACTOR, its employees, agents, servants, partners, principals or subcontractors during the term of this Agreement or resulting thereafter. The CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. The CONTRACTOR expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the CONTRACTOR shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CITY or its officers, employees, agents and instrumentalities as herein provided. 9.2 CONTRACTOR's aggregate liability shall not exceed the proceeds of insurance required to be placed pursuant to this Agreement, plus the compensation received by CONTRACTOR. 9.3 Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 9.4 CITY reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of CONTRACTOR. Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-4 100464197.1306-90018211 9.5 Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or Section 768.28, Florida Statutes, as may be amended from time to time. 1 : 11II I = : 11 ► • •► d► ► Should the completion of this Contract be delayed beyond the specified or adjusted time limit, CONTRACTOR shall reimburse the CITY for all expenses of consulting and inspection incurred by the CITY during the period between said specified or adjusted time and the actual date of final completion. All such expenses for consulting and inspection incurred by the CITY will be charged to the CONTRACTOR and be deducted from payments due CONTRACTOR as provided bythis Contract. Said expenses shall be further defined as CONSULTANT charges associated with the construction contract administration, including resident project representative costs. 111:11 ilril: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall: 11.1 Keep and maintain public records required by the CITY to perform the service; 11.2 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, Florida Statue or as otherwise provided by law; 11.3 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, 11.4 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. 11.5 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: (CITY CLERK'S OFFICE) 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA 33435 561-742-6060 lii,,,,,,,,, ,Ill iirllh IIS IIS VIIIU S Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-5 100464197.1306-90018211 Article 12. E -VERIFY. 12.1 CONTRACTOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. 12.1.1 Definitions for this Section: A. "Contractor' means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor' includes, but is not limited to, a vendor or consultant. B. "Subcontractor' means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E -Verify system" means an Internet -based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 12.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E -verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E - Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E -Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E -Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. Article 13. SCRUTINIZED COMPANIES. By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating in a boycott of Israel. Proposer 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 Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-6 100464197.1306-90018211 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 the 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, 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 pursuant to Section 287.135, Florida Statutes, as amended from time to time. Article 14. MISCELLANEOUS, 14.1 Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction located in Palm Beach County. 14.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 14.3 City and CONTRACTOR each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 14.4 In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. 14.5 Prior to final payment of the amount due under the terms of this Agreement, to the extent permitted by law, a final waiver of lien shall be required to be submitted by the CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by CONTRACTOR shall release City from all claims of liability by CONTRACTOR in connection with this Agreement. 14.6 At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's property from all damage whatsoever on account of the work being carried on under this Agreement. 14.7 It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state, and federal agencies as applicable. 14.8 This Agreement represents the entire and integrated agreement between City and CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation and the CONTRACTOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-7 100464197.1306-90018211 14.9 This Agreement will take effect once signed by both parties. This Agreement may be executed by hand or electronically in multiple originals or counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement. Execution and delivery of this Agreement by the Parties shall be legally binding, valid and effective upon delivery of the executed documents to the other party through facsimile transmission, email, or other electronic delivery. Article 15. DEFAULT OF CONTRACT & REMEDIES. 15.1 Correction of Work. If, in the judgment of CITY, work provided by CONTRACTOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that CONTRACTOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. 15.2 Default of Contract. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by CONTRACTOR: 15.2.1 The abandonment of the project by CONTRACTOR for a period of more than seven (7) business days. 15.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms of this Agreement or neglect, or refusal to comply with the instructions of the CITY's designee. 15.2.3 The failure by CONTRACTOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by CONTRACTOR, where such failure shall continue for a period of seven (7) days after written notice thereof by CITY to CONTRACTOR; provided, however, that if the nature of CONTRACTOR's default is such that more than seven (7) days are reasonably required for its cure, then CONTRACTOR shall not be deemed to be in default if CONTRACTOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. 15.2.4 The assignment and/or transfer of this Agreement or execution or attachment thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder. 15.2.5 The making by CONTRACTOR of any general assignment or general arrangement for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against CONTRACTOR, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where possession is not restored to CONTRACTOR within thirty (30) days; for attachment, execution or other judicial seizure of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 15.3 Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal, failure, neglect or default is not cured within seven (7) days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten (10) days of such declaration of default, rectify or cause Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-8 100464197.1306-90018211 to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform services under the Agreement, at its own cost and expense. 15.3.1 Upon such declaration of default, all payments remaining due CONTRACTOR at the time of default, less all sums due CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid by the CONTRACTOR had the CONTRACTOR continued to perform the services under the Agreement. 15.3.2 CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re -letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to CONTRACTOR and/or the Surety together with the costs incident thereto to such default. 15.3.3 In the event CITY completes the Agreement at a lesser cost than would have been payable to CONTRACTOR under this Agreement, if the same had been fulfilled by CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be greater, CONTRACTOR shall pay the amount of such excess to the CITY. 15.3.4 Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by CONTRACTOR fails to meet reasonable standards of the trade after CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen calendar (14) days of the receipt by CONTRACTOR of such notice from CITY. SIGNATURE PAGE FOLLOWS Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-9 100464197.1306-90018211 This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year written below. DATED this day of 12023. CITY OF BOYNTON BEACH: CONTRACTOR: LTG SPORTS TURF ONE, LLC Daniel Dugger, City Manager (Signature), Company Print Name of Authorized Official Title (Corporate Seal) Attest/Authenticated: Witness Print Name Approved as to Form: Michael D. Cirullo, Jr. Office of the City Attorney Attested/Authenticated: Maylee De Jesus City Clerk — City of Boynton Beach Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A C-10 100464197.1306-90018211 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: that (Insert name of Contractor) as Principal, (Address or legal title of Contractor) hereinafter called Contractor, and (Name and address of Surety) as Surety, hereinafter called Surety, are held and firmly bound unto CITY OF BOYNTON BEACH, P.O. BOX 310, BOYNTON BEACH, FLORIDA 33425-0310 as Obligee, hereinafter called Owner, in the amount of Dollars ($ for payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated 20 , entered into a contract with Owner for in accordance with drawings and specifications prepared by reference made a part of hereof, and is hereinafter referred to as the Contract. Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A which contract is by THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD PFB-1 NOW THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform such Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the Owner. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly: 1. Complete the Contract in accordance with its terms and conditions, or 2. Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the most responsible bidder, or, if the Owner elects, upon determination by the Owner and the Surety jointly of the most responsible bidder, arrange for a contract between such bidder and Owner, and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price", as used in this paragraph, shall mean the total amount payable by Owner to Contractor under the contract and any amendments thereto, less the amount properly paid by Owner to Contractor. Any suit under this bond must be instituted before the expiration of one (1) year from the date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner named herein or the heirs, executors, administrators or successors of the Owner. This bond is issued in compliance with Section 255.05, Florida Statutes as may be amended. A claimant, except a laborer, who is not in privity with the Contractor and who has not received payment for its labor, materials, or supplies shall, within 45 days after beginning to furnish labor, materials, or supplies for the prosecution of the work, furnish the Contractorwith a notice that he intends to look to the bond for protection. A claimant who is not in privity with the Contractor and who has not received payment for its labor, materials, or supplies shall, within 90 days after performance of the labor or after complete delivery of the materials or supplies, deliver to the Contractor and to the Surety written notice of the performance of the labor or delivery of the materials or supplies and the nonpayment. No action for the labor, materials, or supplies may be instituted against the Contractor or the Surety unless both notices have been given. No action shall be instituted against the Contractor or the Surety on the bond after one (1) year from the performance of the labor or completion of delivery of the materials or supplies. Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A PFB-2 THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD Signed and sealed this day of 12023. Witness Witness Principal (Seal) Title Surety Attorney -in -Fact END OF PERFORMANCE BOND Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD PFB-3 PAYMENT BOND THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND IN FAVOR OF THE OWNER CONDITIONED ON THE FULL AND FAITHFUL PERFORMANCE OF THE CONTRACT KNOW ALL MEN BY THESE PRESENTS: that (Address or legal title of contractor) hereinafter called Principal, and (Insert name of Contractor) (Name and address of Surety) as Principal, as Surety, hereinafter called Surety, are held and firmly bound unto CITY OF BOYNTON BEACH, P.O. BOX 310, BOYNTON BEACH, FLORIDA 33425-0310 as Obligee, hereinafter called Owner, for the use and benefit of claimants as here below defined, in the amount of Dollars ($ ), for payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated entered into a contract with Owner for drawings and specifications prepared by reference made a part of hereof, and is hereinafter referred to as the Contract. 2023, in accordance with which contract is by NOW THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A claimant is defined as one having a direct contract with the Principal or with a subcontractor of the Principal for labor, material or both, used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment directly applicable to the Contract. 2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon. The Owner shall not be liable for the payment of any costs or expenses of any such suit. 3. No suit or action shall be commenced hereunder by any claimant: Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A PYB-1 THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD Unless claimant, other than one having a direct contract with the Principal, shall have given written notice to any two of the following: the Principal, the Owner, or the Surety above named, within ninety (90) days after such claimant did or performed the last of the work or labor, or furnished the last of the materials for which such claimant is made, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were furnished, or for when the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Principal, Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or served in any manner in which legal process may be served in the State in which the aforesaid project is located, save that such service need not be made by a public officer. b. After the expiration of one (1) year following the date on which Principal ceased work on such Contract, it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. c. Other than in a State Court of competent jurisdiction in and for the County or other political subdivision of the State in which the Project, or any part thereof, is situated, or in the United States District Court for the district in which the Project, or any part thereof, is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of a payment or payments made in good faith hereunder, inclusive of the payment by Surety of mechanics liens which may be filed of record against such improvements, whether or not claim for the amount of such lien be presented under and against this bond. 5. This bond is issued in compliance with Section 255.05, Florida Statutes, as may be amended. A claimant, except a laborer, who is not in privity with the Contractor and who has not received payment for its labor, materials, or supplies shall, within 45 days after beginning to furnish labor, materials, or supplies for the prosecution of the work, furnish the Contractor with a notice that he intends to look to the bond for protection. A claimant who is not in privity with the Contractor and who has not received payment for its labor, materials, or supplies shall, within 90 days after performance of the labor or after complete delivery of the materials or supplies, deliver to the Contractor and to the Surety written notice of the performance of the labor or delivery of the materials or supplies and the nonpayment. No action for the labor, materials, or supplies may be instituted against the Contractor or the Surety unless both notices have been given. No action shall be instituted against the Contractor or the Surety on the bond after one (1) year from the performance of the labor or completion of delivery of the materials or supplies. Signed and sealed this day of 12023. Witness Witness Principal (Seal) Surety Attorney -in -Fact END OF PAYMENT BOND Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A PYB-2 THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD CITY OF BOYNTON BEACH WARRANTY OF TITLE STATE OF FLORIDA COUNTY OF being first duly sworn, deposes and says as follows: He is of , (Title) (Name of Corporation or Firm) a Florida Corporation a Florida General Partnership a Florida Limited Partnership a Sole Proprietor () Check One which is named in Construction Contract dated the day of 20 , between such corporation as the CONTRACTOR and the City of Boynton Beach, Florida as the OWNER, for the construction of make this Affidavit as, or on behalf of, the Contractor as named above. and Affiant is authorized to Title to all work, materials and equipment covered by the attached Final Application for Payment dated passes to the Owner at the time of payment free and clear of all liens, and all laborers, material men and subcontractors have been paid for performing or furnishing the work, labor or materials upon such Contract work covered by the aforesaid Final Application for Payment. This statement under oath is given in compliance with Section 713.06 Florida Statutes. Affiant Sworn to and subscribed before me this day of 12023. Notary Public, State of Florida at Large My Commission expires: (SEAL) END OF WARRANTY OF TITLE Bid No. PWE22-035 Ezell Hester Jr Park Improvements — PH 1A THIS FORM SHALL BEEXECUTED BY CONTRACTOR AND SUBMITTED AT AWARD Vials City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, 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 coverages must have a current rating by A.M. Best Co. of `B+" or higher. (NOTE: An insurance contractor binder maybe accepted as proof of insurance if Certificate 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.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED 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 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion & Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability ----------------------------------------------------------------------------------------------------------------------------- Professional Liability Aggregate ----------------- - $1,000,000.00 ----------------------------------------------------------------------------------------------------------------------------- Automobile Liability Combined Single Limit ----------------- $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non -Owned Autos ----------------------------------------------------------------------------------------------------------------------------- Excess Liability Each Occurrence ----------------- to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit Builder's Risk Installation Floater Other - As Risk Identified INS URANCEAD V I S ORYFORM to be determined Revised 04/2021 Insurance Advisory Form $ 300,000.00 Limits based on Project Cost Limits based on Project Cost PWE23-004 - Re -Bid - Ezell Hester Jr. Park Improvements - Phase 1A Opening Date: November 10, 2022 8:00 AM Closing Date: December 8, 2022 2:00 PM Vendor Details Company Name: LTG Sports Turf One, LLC Does your company conduct business under any other name? If The LandTek Group, Inc. yes, please state: 2240 W. WOOLBRIGHT RD Address: SUITE 411 Boynton Beach, Florida 33426 Contact: Chloe Berkowitz Email: cberkowitz@ltgsportsturfone.com Phone: 561-225-1113 Fax: 561-225-1113 HST#: 11-2945683 Submission Details Created On: Submitted On: Submitted By: Email: Transaction #: Submitter's IP Address Bid Number: PWE23-004 Thursday November 17, 2022 08:45:39 Thursday December 08, 2022 13:55:17 Chloe Berkowitz cberkowitz@ltgsportsturfone.com 6ef0112f-2bf0-4c83-ab94-3793902596e1 50.248.48.37 Vendor Name: LTG SKS s Te Schedule of Prices The Bidder hereby Bids and offers to enter into the Contract referred to and to supply and do all or any part of the Work which is set out or called for in this Bid, at the unit prices, and/or lump sums, hereinafter stated. *Denotes a "MANDATORY" field Do not enter $0.00 dollars unless you are providing the line item at zero dollars to the Owner (unless otherwise specified). If the line item and/or table is "NON -MANDATORY" and you are not bidding on it, leave the table and/or line item blank.Do not enter a $0.00 dollar value. BID PROPOSAL - RE -BID EZELL HESTER JR. PARK IMPROVEMENTS - PHASE 1A (BASE BID) BID PROPOSAL SHEET - Price Proposal Online Form (BASE BID) NOTE: BID AWARD WILL BE BASED ON THE BASE BID, NOT THE BID ALTERNATES. The undersigned declares that he/she has carefully examined the specifications and is thoroughly familiar with its provisions and with the quality, type, and grade of service required. The undersigned proposes to deliver the service in accordance with the specifications for "EZELL HESTER JR. PARK IMPROVEMENTS — PHASE 1A". ALLOWANCES Item No. 16: Owner's Contingency - 11::1111 :ASlll II IN LIII IC' ... N hn!1!11 IC 11riice at $1100,000,00 Item No. 17: Low Voltage / Security - 11::1111 EAS11ISN"'N ll::::::11::i N, hilt II"umiicc at $1100,000,00 Item No. 18: Permitting - 11::1111 :ASlll II IN N Ell::i .. N, hilt IC "umiice at $1100,000,00 *NOTE • It is the Contractor's responsibility to verify all existing conditions and quantities prior to submitting a Bid. • Miscellaneous work required in Phase 1 B and 2 associated with electrical / data handholds / pull boxes for future tie-in and electrical / data work required at the existing electrical room and tied back to Phase 1A are included in the Scope of Work. • Bidders will complete the work in accordance with the contract documents and as further described in Section 01025. DESCRIPTION QUANITY UNIT UNIT PRICE* VALUE General Conditions 1 LUMP SUM $135,000.0000 $ 135,000.00 Mobilization and Demobilization 1 LUMP SUM $13,000.0000 $ 13,000.00 Maintenance of Traffic 1 LUMP SUM $35,000.0000 $ 35,000.00 Insurances 1 LUMP SUM $28,000.0000 $ 28,000.00 Bonds 1 LUMP SUM $34,000.0000 $ 34,000.00 Demolition 1 LUMP SUM $78,000.0000 $ 78,000.00 Paving, Grading, and Drainage 1 LUMP SUM $715,000.0000 $ 715,000.00 Landscaping and Irrigation 1 LUMP SUM $294,000.0000 $ 294,000.00 Electrical 1 LUMP SUM $710,000.0000 $ 710,000.00 Goal Posts 1 LUMP SUM $23,000.0000 $ 23,000.00 Canopies / Pre -Engineered Structures 1 LUMP SUM $48,000.0000 $ 48,000.00 Bleachers / Press Box 1 LUMP SUM $328,000.0000 $ 328,000.00 Bike Racks / Benches / Trash Receptacles 1 LUMP SUM $29,000.0000 $ 29,000.00 Fencing 1 LUMP SUM $65,000.0000 $ 65,000.00 Artificial Turf - Best Quality with Highest Price 1 LUMP SUM $850,000.0000 $ 850,000.00 Owner's Contingency 1 LUMP SUM $100,000.0000 $ 100,000.00 Low Voltage / Security 1 LUMP SUM $100,000.0000 $ 100,000.00 Permitting 1 LUMP SUM $100,000.0000 $ 100,000.00 Subtotal: $ 3,685,000.00 Bid Number: PWE23-004 Vendor Name: LTG SKS s"Ir / e ALTERNATE NO. 1 - EZELL HESTER JR. PARK IMPROVEMENTS - PHASE 1A ALTERNATE NO. 1 INCLUDE THE POSITIVE () OR NEGATIVE (-) AS NEEDED. BID PROPOSAL - ALTERNATE NO. 1 Alternate No. 1 — Phase 1A: Replace artificial turf with Bermuda Grass and associated irrigation system. The alternate shall include all necessary componentsielements required for a complete installation. DESCRIPTION IQUANITY JUNIT I UNIT PRICE - VALUE Bermuda Grass 11 jLump Sum -$389,000.0000 $ -389,000.00 Subtotal: $ -389,000.00 ALTERNATE NO. 1 BID PROPOSAL QUESTION Will the Bid Proposal for Alternate No.1 be an ADD or DEDUCT to the GRAND TOTAL? Line QUANTITY UNIT PRICE GOOD QUALITY * Item Question Drop Down List' Comments 1 Will the Bid Proposal for Alternate No.1 be an ADD or DEDUCT to the DEDUCT QUALITY GRAND TOTAL? Astro Turf 1 ALTERNATE NO. 2 - MANUFACTURER PRODUCT QUALITY TYPE AND PRICE ALTERNATE NO. 2 - MANUFACTURER PRODUCT QUALITY TYPE AND PRICE The City may select the manufacturer and product type pricing for synthetic artificial turf from the Good, Better, Best Price. MANUFACTURER'S PRODUCT QUALITY TYPE AND QUANTITY UNIT PRICE GOOD QUALITY * BETTER BEST QUALITY * DESCRIPTION PRICE QUALITY Astro Turf 1 Lump Sum $749,725.0000 $755,275.0000 $889,250.0000 The pricing is provided based on Specification requirements. See attached Submittal for more information Field Turf 1 Lump Sum $716,000.0000 $793,000.0000 $850,000.0000 The pricing is provided based on Specification requirements. See attached Submittal for more information Shaw Turf 1 Lump Sum $787,650.0000 $801,500.0000 $905,000.0000 The pricing is provided based on Specification requirements. See attached Submittal for more information Summary Table Bid Form Amount BID PROPOSAL - RE -BID EZELL HESTER JR. PARK IMPROVEMENTS - PHASE 1A (BASE BID) $ 3,685,000.00 ALTERNATE NO. 1 - EZELL HESTER JR. PARK IMPROVEMENTS - PHASE 1A $ -389,000.00 Subtotal Contract Amount: $ 3,296,000.00 Bid Number: PWE23-004 Vendor Name: LTG SKS s"Ir � e 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 to make it an official part of with your Proposal responses Description Response* Comments Is your company a Minority Owned business? No Please select the appropriate response Not Applicable Do you possess a certification qualifying your business as a Minority Owned business? No Issuing organization name Input response in comments box to the right N/A Date of Issuance Input response in comments box to the right N/A Letter of Interest The Letter of Interest shall summarizes the Bidder's primary qualifications and a firm commitment to provide the proposed services. Line Item Description Response' 1 The Letter of Interest shall summarizes the Proposer's Please accept this as our Letter of Interest to the City of Boynton Beach for the above - Does the business have a primary qualifications and a firm commitment to provide referenced project. As a leader in the industry for over 25 years, LTG Sports Turf One has the proposed services. expertise in all aspects of athletic field construction. Our dedicated and experienced with the Florida Division of Number of years in business management team can lead a project from conception to completion, overseeing a wide Boynton Beach, in the current year? scope of responsibilities while ensuring a quality product is delivered on -schedule and within budget. Our experience, dedication and ability to adapt to challenges on a project site have allowed us to be a highly regarded general contractor that specializes in athletic facility r: Yes construction throughout Florida. LTG Sports Turf One's breadth of services, value engineering r: Yes 40+ Years (Name Change) capabilities, proven results and experience, position the company as the leader in the r~ No C No athletic sports facilities construction industry. Our long-standing clients include professional sports teams, colleges and universities, municipalities, and many more. LTG Sports Turf One is a LOCAL Contractor with both our Administrative Office and Equipment Yard within the City of Boynton Beach. Having our office and yard within proximity to the project site will also enhance our ability to be readily available at a moment's notice. Additionally, due to our local presence many of our employees reside within the Boynton Beach area. We also have a dedicated supplier and subcontractor network that operate within our system to provide additional resources were applicable. We have resources of industry professionals, from experienced field labor staff, certified sports turf managers, project managers, engineers, and corporate staff to assist in the day-to- day operations. Our experienced team understands the processes required to complete every project as envisioned by our customers, regardless of the size or scope. From site development and general construction to athletic facility builds, we provide a turnkey total solution by self -performing the vast majority of our work. Our quality control and project management processes allow the company to deliver projects on time and within budget while also maintaining a safe environment for our crews and customers. We provide specialized services including athletic facility construction, synthetic turf installation and maintenance, natural grass field construction and maintenance, general contracting, concrete, design -assist, surveying, fencing and more. Local Business Status Certification 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: 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. By checking the box that you are not submitting for "Local Business Status Certification" you declare that you are not a local business in the City of Boynton Beach. r- We will not be submitting for Local Business Status Certification Is the business located within Does the business have a Is the business registered the City limits of business tax receipt issued with the Florida Division of Number of years in business Business license number' Boynton Beach, in the current year? Corporations? Florida? r: Yes r Yes r: Yes 40+ Years (Name Change) 2019114260 r~ No C No r~ No Bid Number: PWE23-004 Vendor Name: LTG SKS s"Ir J e References In order to be considered for this project, the Bidder must list the last successfully completed project of similar scope and complexity in the State of Florida. List a minimum of three (3) successfully completed projects in the state of Florida of similar scope of work and complexity within the last 10 years which show experience and demonstrate expertise in providing the services as stated herein. Description Reference 1 * Reference 2 * Reference 3 Name of Firm: Inter Miami CF Village of Wellington City of Miami Gardens Electrical 1350 NW 55th St, Fort Lauderdale, FL 12300 Forest Hill Rd. 18605 NW 27th Ave. Inc. 33309 Wellington, FL 33414 Scope of Work: Design/build athletic facility with multiple New construction of synthetic football Design/build complete synthetic turf synthetic fields field & 4 natural practice fields system including field drainage, FieldTurf 175 N. Industrial Blvd NE, Turf System landscape & irrigation, concrete work, $ 485,000.00 13% Corporation sports equipment, scoreboard and bleacher installation Project Location: DRV PINK Stadium Wellington High School Lester Brown Park $ 117,589.00 1350 NW 55th St, 2101 Greenview Shores Blvd, 19405 NW 32nd Ave. Fort Lauderdale, FL 33309 Wellington, FL 33414 Miami Gardens, FL 33056 Cost of Service: $10,500,000.00 $4,150,000.00 $1,630,000.00 Start Date of Service: July 2019 November 2020 February 2020 End Date of Service: February 2020 June 2021 October 2020 Contact Person: Don Lockerbie Matt Estes Anthony Smith Title: Managing Director Senior Project Manager Project Manager Email: dlockerbie@parkerinternational.com mestes@wellington-fl.gov asmith1 @miamigadens-fl.gov Phone #: 305-335-7172 561-791-4000 305-622-8000 Subcontractors The Bidder shall state all Subcontractor(s) and type of Work proposed to be used for this project. Bidders shall not indicate "TBD" (To Be Determined) or "TBA" (To Be Announced) or similar wording and shall not indicate multiple choices of Subcontractor names for any Subcontractor category in their list of Subcontractors. Subcontractors The Bidder proposes the following major subcontractors for the major areas of work for the Project. The Bidder is further notified that all subcontractors shall be properly licensed, bondable and shall be required to furnish the City with a Certificate of Insurance in accordance with the contract general conditions. This page may be reproduced for listing additional subcontractors, if required. Owner reserves the right to reject any subcontractors who has previously failed in the proper performance of an award, or failed to deliver on time contracts in a similar nature, or who is not responsible(financial capability, lack of resources, etc.) to perform under this award. Owner reserves the right to inspect all facilities of any subcontractors in order to make a determination as to the foregoing. r II:3,y d iia;ll ii iig 11 iieii e II coli ifni ii in III ua'IC III iieii e aii c ii iio u,.ulhbcoii 111 ii a loii (s) eau ud 1I II iie I11:31iddeii sI1I a1I1l Il ei faau u in 1C II ue Il i ojedI 4111111 11 9111 eliui "OW114 III 0III14.III S". Name Address Scope of work license No Contract Amount Percentage (%) of Contract Sportslighter Electric, 460 Business Parkway, Electrical EC13006730 $ 645,000.00 17% Inc. Suite A, Royal Palm Beach, FL 33411 FieldTurf 175 N. Industrial Blvd NE, Turf System CGC1507328 $ 485,000.00 13% Corporation Calhoun, GA 30701 Homestead 23670 SW 132nd Concrete E0000836 $ 117,589.00 3.2% Paving Co. Ave., Homestead, FL 33032 GT Grandstand 2810 Sydney Rd, Plant Bleachers N/A $ 292,517.00 7.9% City, FL 33566 Research Irrigation 10050 NW 116th Way — Irrigation N/A $ 125,000.00 3.3% Suite 11, Medley, FL 33178 FTE Sports 8250 Pascal Drive, Punta Field Design N/A $ 20,000.00 0.5% Gora, FL 33950 Sawgrass 7279 NW 127th Way, Landscape N/A $ 132,000.00 3.5% Landscaping Parkland, FL 33076 Documents Ensure your submission document(s) conforms to the following: Bid Number: PWE23-004 Vendor Name: LTG SKS ge "Ir U e Documents should NOT have a security password, as City of Boynton Beach may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by City of Boynton Beach. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." If the attached file(s) cannot be opened or viewed, your Bid Call Document may be rejected. DOCUMENTS THAT MUST ACCOMPANY PROPOSAL IN ORDER FOR SUBMITTAL TO BE CONSIDERED COMPLETE AND ACCEPTABLE • Bid Form & Bid Bond Documents - Bid Form & Bid Bond Documents.pdf - Monday December 05, 2022 15:49:35 • Bidder's Qualification Statement - Bidders Qualification Statement.pdf - Thursday December 08, 2022 11:08:33 • Anti -Kickback Affidavit - Anti -Kickback Affidavit.pdf - Monday December 05, 2022 15:56:34 • Non -Collusion Affidavit of Proposer - Non -Collusion Affidavit of Bidder.pdf - Monday December 05, 2022 15:58:00 • Certification Pursuant to Florida Statute28; 7.135 - Certification Pursuant to Florida Statue 287.135.pdf - Monday December 05, 2022 16:00:21 • Warranties - Warranties.pdf - Monday December 05, 2022 16:01:27 • E -Verify Form Under Section § 448.095 Florida Statutes - E -Verify Form Under Section 448.095 Florida Statutes.pdf - Monday December 05, 2022 16:06:09 • Bidder's Site Inspection Confirmation Form - Mandatory - Bidders Site Inspection Confirmation. pdf - Monday December 05, 2022 16:07:39 • Certificates Licenses and Business Permits W-9 - Certs, Licenses & W-9.pdf - Monday December 05, 2022 16:08:38 • Provide the Good. Better, and Best - Turf Pricing as Requirements of Specification - Proposal - Hester Park Bid Good Better Best .pdf - Thursday December 08, 2022 13:51:17 • Additional Document - turf letter.pdf - Thursday December 08, 2022 13:54:29 Bonding Upload Section Refer to Bid Document ATTENTION ALL INTERESTED BIDDERS: All Bidders are required to submit a five percent (5%) Bid Bond with the Bid Form or the Bid shall be rejected as non-responsive. A one hundred percent (100%) Payment and Performance Bond is required upon notification by the City of the award the Contract to the selected firm. No bids may be withdrawn for a period of ninety (90) days after the Bid opening. Bids must be accompanied by an acceptable 5% Bid Bond, cash, certified check, or money order. Said bid bond is to be furnished and executed by a surety company of recognized standing, authorized to do business in the State of Florida, and having a Registered Agent in Florida. The bid bond amount shall be 5% of the bid price and shall constitute a guarantee that the contractor, if awarded the contract, will enter into a written contract with the City to perform this work pursuant to the bid. • Bid Bond - Bid Bond.pdf - Monday December 05, 2022 16:09:35 Bid Number: PWE23-004 Vendor Name: LTG SKS s Te Addenda & Declarations SPECIAL TERMS AND CONDITIONS PURPOSE: The purpose of this bid is to secure the services of a qualified contractor to complete the construction of the proposed improvements for the Ezell Hester Jr. Park Improvements as shown in the plans for Phase 1A and Electrical / Data handholds ONLY in Phases 1 B / 2, for future electrical / data connections / distribution at locations indicated in Exhibit BBHP-01, dated 5/2/22, located under part 3 (Additional Support) per table of content for this Special Conditions Specifications. Also included in the scope of work is all miscellaneous work within phases 1 B and 2 that is required for the final completion of phase 1A (i.e. electrical / data connections to existing electrical / data rooms). AWARD: Successful Bidder awarded shall ensure that proper and sufficient staff, equipment, organization, materials, references and past performance, etc. will be provided for this contract to meet the specifications denoted herein at a paramount level. The City further reserves the right to waive irregularities and technicalities and/or to request resubmission. There is no obligation on the part of the City to award the bid to the lowest bidder or any bidder. The City reserves the right to make the award to a responsible bidder submitting a responsive bid most advantageous and in the best interest of the City. The City shall be the sole judge of the bids and the City's decision shall be final. INSURANCE: It shall 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 bidder's 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. PERFORMANCE WARRANTY: The bidder shall guarantee all work, equipment, and materials included in the services against any defects in workmanship; and shall satisfactorily correct, at no cost to the City, any such defect that may become apparent within a period of one year after completion of work. The warranty period shall commence upon the date of acceptance, inspection, and approval by the City Representative only. If the bidder is notified in writing of a deficiency in the work provided, within one year from completion of the work, the bidder shall, at the City's option, re- perform the work in question at no additional cost to the City, or refund the City the original charges for the work in question, including the difference in cost if any, to re -perform the work if completed by another vendor. INVOICING AND PAYMENT: Payment for any and all invoice(s) that may arise as a result of a contract or purchase order issued pursuant to this ITB shall minimally meet the following conditions to be considered as a valid payment request. Timely submission of a properly certified invoice(s) in strict accordance with the price(s) and delivery elements as stipulated in the Contract document should be submitted to: City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425-0310 All invoices submitted shall consist of as follows: • Clearly referenced the subject Contract or Purchase Order number; • Provide sufficient salient description to identify the goods and services for which payment is requested; • Contain date of delivery; • Original or legible copy of a signed delivery receipt including both manual signature and printed name of the designated City employee or authorized agent; be clearly marked as "partial", "complete", or "final invoice." The City will accept partial deliveries. The invoice shall contain the Bidder's Federal Employer Identification Number. The City's terms of payment, unless otherwise stated in the Contract Documents are "Net 30 Days" after acceptance of goods or services and receipt of an acceptable invoice as described herein. Any other items of payment must have been previously approved by the City and appear on the Contract or Purchase Order document to be binding on the City. Should the City return an invoice for correction, the Contractor shall re -submit a corrected invoice to the City for processing. • It will be the sole responsibility of the Contractor to properly dispose of all construction debris at an authorized landfill and all incurred costs shall be borne by the Contractor. • All work areas must meet safety requirements for pedestrian and vehicular traffic and must be left in a clean and orderly manner. All grass areas and/or private property that are damaged while work area is under construction shall be restored as found by the Contractor prior to leaving the work areas after completion of work. It is recommended that the Contractor keep a before and after picture history, at no cost to the City, should any questions arise and be made available to the Project Manager if needed. • All work must meet or exceed the State of Florida Department of Transportation Applicable Standards to include the Florida Building Code and City of Boynton Beach Standards. • The supervision of the execution of this Contract is vested wholly in the Project Manager or his representative, and the orders of the City Commission and/or Public Works Director are to be given through him. The instructions of the Project Manager or his representative are to be strictly and promptly followed in every case. The Contractor may designate a foreman or other representative to receive such instructions in his absence, and failing to do so, he will be held responsible for the execution of any instructions it may be necessary to give in his absence. The Project Manager or his representative is to have free access to the materials and the work at all times for laying out, measuring, inspecting or oversight of the same, and the Contractor is to afford him all necessary facilities and assistance for so doing. • To prevent all disputes and litigation, it is agreed by the parties hereto that the Public Works Director or his representative shall decide all questions, difficulties and disputes of any nature which may arise relative to the interpretation of the Specifications, construction, prosecution and fulfillment of the Contract and task orders, and as to the character, quality, amount and value of any work done and materials furnished under or by reason of Bid Number: PWE23-004 Vendor Name: LTG SKS s Te the Contract, and his estimates and decisions upon all claims, questions and disputes shall be final and conclusive upon the parties hereto. Time is an essential element of the contract and as delay in the execution of work will inconvenience and possibly endanger the public, obstruct traffic and interfere with business, it is important that once work commences at any site, it be carried through to completion without delays or suspension of operations unless deemed to be necessary by the Project Manager or Inspector. In the event any delays or suspension of operations occur, the City reserves the right to hire off duty police, erect barricades, or take whatever actions are necessary to provide for the safety of the site. All costs involved in doing so shall be just claims against the Contractor or the Contractor's Performance and Payment Bond. By submitting a bid, the Contractor agrees to the conditions as stated above. PLANS AND SPECIFICATIONS: The specifications and all other documentation that make up and constitute the contract shall be followed in strict accordance as to work, material and dimensions except when the Project Manager may authorize in writing an exception. Measurement discrepancies shall be decided upon by the Project Manager or his representative and the Contractor shall not proceed when in doubt as to any dimension or measurement. PERFORMANCE OF WORK: a. The Contractor will furnish a qualified Superintendent who will be present at all times while work is being performed, and shall be authorized to act for the Contractor. The Contractor shall maintain sufficient plant, equipment, and labor on the job site to meet the requirements of the work. b. Equipment shall be kept in a satisfactory operating condition and capable of safely and efficiently performing the work. All operations shall be subject to inspection by the Project Manager or his representative at all times. The Contractor shall submit for approval by the Project Manager or his representative a description of the type of materials and equipment to be used; and to the method of procedure to be used in the performance of the work. C. It is expressly understood that the Contractor is in all respects an independent Contractor for this work, notwithstanding that under certain conditions, he is bound to follow the directions of the Project Manager or his representative, and is in no respect an agent, servant or employee of the City. RESTORATION OF PROPERTY: Property, public or private, if damaged during construction or removed for the convenience of the work shall be repaired or replaced at the expense of the Contractor in a manner acceptable to the Project Manager, prior to the final acceptance of the work. Such facilities shall include but are not limited to: signalization equipment and miscellaneous hardware removed from construction site, driveways, walkways, walls, fences, mailboxes, sod, landscaping, irrigation systems, footings or underground utilities. DELAYS a. If the Contractor should be delayed in the progress of the work included in the Contract by unforeseeable causes beyond his control, the time for completion of the work may be extended by the Project Manager or his representative. Requests for extensions of time must be submitted in writing to the Project Manager or his representative within seven (7) days from Contractor's knowledge of a delay. Contractor shall not receive any compensation for additional time required to complete the work as a result of any delay. b. The Contractor shall assume all risks resulting from delays except that should the City, by act or omission, intentionally and without reason, cause delays which result in actual loss to the Contractor. Reimbursement thereof may be adjusted and allowed by the City only after being notified in writing by the Contractor at the time of the delay and after being given an opportunity to verify such money losses as they occur. No payment or adjustment will be allowed to the Contractor as reimbursement for any other delays whatsoever; regardless of by what or by whom caused, even though by other Contractors on the same work, or by times, seasons, or weather; other than amounts provided in the Contract for payment which shall be understood to include and cover all risks due to delays except as stated in the foregoing. C. If the Contractor fails to start the work within the time specified, and if the City should nevertheless permit the Contractor to continue and complete the same without official extension of time in writing, such permission shall not modify nor waive any liability of the Contractor for damages arising from non -completion of work within the time limit, but all such liabilities shall be subject to continuation in full force against the Contractor. d. Liability of the Contractor will include any claim by any person for bodily or property damage after the Notice to Proceed was given for the requested work. MATERIALS: a. The Contractor shall provide the services of all workmen, mechanics, tradesmen and other employees trained and skilled in their various occupations and all materials and equipment. The request for work to be performed will require the Contractor to supply all labor, equipment, materials and work incidental to, or described or implied as incidental to, the construction included under this Contract, notwithstanding any omission in the drawings or specifications. b. Wherever not explicitly described, materials and workmanship of every kind shall be in keeping with industry standards. The Contractor shall perform his work in proper sequence to the work or other contractors and to acts or operations of the City, and shall properly join his work to existing or new construction. c. All materials and every process and operation of manufacture, construction and erection shall be subject to inspection at all times, and the Project Manager or his representatives and their representatives shall have free access to all parts of the work of construction and erection. The Contractor shall remove, reconstruct, replace and make good, as may be directed, without charge, any defective work. Bid Number: PWE23-004 Vendor Name: LTG SKS ge r e Oversight or error or judgment of inspectors, or previous acceptance, shall not relieve the Contractor from the obligation to make good defects whenever discovered. FINAL CLEAN UP: Upon completion of the work specified herein, and before acceptance of any part thereof, and any payment made to include final payment, the Contractor shall remove from the site completed, all machinery, equipment surplus and discarded materials and temporary structures. The disposal of all materials, rubbish and construction debris shall be made at a legal disposal site or by other manner if prior approval is granted by the City Engineer. Material cleared from site and deposited on adjacent or nearby property will not be considered as having been disposed of properly. Addenda & Declarations The Bidder hereby acknowledges and agrees: 1. To provide all goods, services and construction, as more specifically set out and in accordance with the Owner's Bid Call Document, including but not limited to the scope of work, specifications, drawings, Addenda (if issued by the Owner), the terms and conditions, etc. stated therein, which are expressly acknowledged and made part of this Contract. 2. This Bid is made without any connections, knowledge, comparison of figures or arrangements with any other company, firm or person making a Bid for the same Work and is in all respects fair and without collusion or fraud. 3. I/WE do hereby Bid and offer to enter into a Contract to do all the Work as specified in the Bid Call Document(s) which shall include all costs but not limited to; freight, duty, currency, etc. in accordance with the prices and terms as submitted by the Bidder herein. 4. If I/WE withdraw this Bid before the formal Contract is executed by the Awarded Bidder for the said Work or One Hundred Twenty (120) Calendar Days, whichever event first occurs, the amount of the Bid Deposit accompanying this Bid (if applicable to this bid) shall be forfeited to the Owner. 5. I/WE acknowledge and agree that any issued Addendum/Addenda forms part of the Bid Call Document. 6. I/WE (including any related or affiliated entities and any principal thereof) have no unresolved litigation with the Owner. Palm Beach County Inspector General Acknowledgement The Consultant 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 Consultant Agreement, and in furtherance thereof may demand and obtain records and testimony from the Consultant and its sub -consultants and lower tier sub -consultants. The Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the Consultant or its subconsultants or lower tier sub -consultants 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. Confirmation of Drug Free Workplace Preference shall be given to businesses with drug-free workplace programs. Whenever two or more submittals 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 submittal 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 submittals 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: 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. 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. Give each employee engaged in providing the commodities or contractual services that are under submittal a copy of the statement specified in subsection (1). 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 submittal, 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 5 days after such conviction. 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. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. Bid Number: PWE23-004 Vendor Name: LTG SKS s Te As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. rP INVe have the authority to bind the Company and submit this Bid on behalf of the Bidder. - Michael Ryan, President, LTG Sports Turf One, LLC The bidder shall declare any potential or actual conflict of interest that could arise from Bidding on this Bid. Do you have a conflict of interest? r Yes r No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document Please check the box in the column " I have reviewed this addendum" below to acknowledge each of the addenda. 11 have reviewed the File Name bellow uudde nduuunn and Pages attachirnounts (if a IppIliicalblle) Addendum No. 1 - Re -Bid Ezell Hester Jr. Park Improvements - Phase 1A 0 25 Wed November 30 2022 01:00 PM Bid Number: PWE23-004 Vendor Name: LTG SKS ge r e Page 186 of 305 PWE230(YI R,Bid E,,II H,,t,,J,. P,,k I ......... U -Ph... M-Q,,t,F,m-SIDPRO OSAL - RE -BID EZELL HMERJR. PARK IMPROVEIVIEWS -PHASE IA (BASE BID) Page 186 of 305 7.D. Requested Action by Commission: Approve the purchase of three (3) replacement vehicles that were approved in the FY22-23 budget for an estimated amount of $4,225,247.88 by utilizing the following contract: Sourcewell contract #113021-SUT. The contract satisfies the City's Procurement requirements. Explanation of Request: The Public Works Fleet Manager recommends the purchase of three (3) replacement vehicles. Attached is a spreadsheet indicating proposed replacement type, number of units ordered, user department, bid/contract information and projected cost. Sourcewell Contract # 113021-SUT. (until 02/10/2026) The Fleet Maintenance Division intends to award the following vendors for purchases as follows (see attached Exhibit 1 for vendor details): 1. Sutphen Corporation for one (1) Monarch SL75 Ladder Truck for Fire/Rescue in the amount of $1,392,074.43, one (1) Monarch SPH100 Ladder Truck for Fire/Rescue in the amount of $1,905,892.84, and one (1) Monarch G9 Pumper for Fire/Rescue in the amount of $927,280.61. These units utilize the Sourcewell #113021-SUT contract. How will this affect city programs or services? These vehicles will be used throughout the City to provide emergency services to our residents. Fiscal Impact: The Total amount of $3,265,600.00 was approved in the FY 22-23 budget for this purchase of approximately $4,225,247,88. These apparatuses will not be ready for delivery for at least 19-21 months on the SL75, 25-27 months on the SPH100, and 31-33 months on the G9. These quotes are not itemized and do include options and Fire/Rescue loose equipment. Alternatives: By deferring purchases, departmental maintenance cost and equipment downtime would increase. Strategic Plan: Strategic Plan Application: Climate Action Application: Page 187 of 305 Is this a grant? No Grant Amount: Attachments: Type D AttachirTIENI'lt D OthE)r D Cointract D Cointract D Cointract D Cointract D Cointract D AttachirTIENI'lt Description VE)NicE) PLArchaSE)S F:::Y23 Spir'EsadshEEet Flroposall EM-1k.jiaboin SC)L.Jlir'C,E)W(.)ll Cointract:9113021 SC)L.Jlir'C,E)W(.)ll Cointract:9113021 SU T CoirnirTIE)lllt aind IREMAEM F::: li ir'Es Appairakjls SC)L.Jlir'C,E)W(.)ll Flroposall QPE)l['lil['lgIRE�KOrd SC)L.Jlir'C,E)W(.)ll FlriCE) F:::ilE) SL.JltphE)l['l Fliroposall Page 188 of 305 Fleet Vehicles Purchased Feburaary FY2022-2023 SAPlMPleel Maintenance\1 Commission itemslGopy of Fleet Vehicle Purchases FY2022-2023 Febuary Page 189 of 305 t crt D,,,Sign Envelope ID'. BF76F61B-9AD6-46B3-BFE9-64F24C8F45E3 Proposal Evaluation Firefighting App,.— and Fire Service Vehicles RFP #113021 eiu, i(ttiSh'm, SfcPGav�.it, (}aafa�a �^u`� �n+ S�anlno w...,P,o..rem.,`�a� Page 190 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT ISOLTrcew6�[��� mil�' Solicitation Number: RFP #113021 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and The Sutphen Corporation, 6450 Eiterman Road, Dublin, OH 43016 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Firefighting Apparatus and Fire Service Vehicles from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires February 10, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Rev. 3/2021 Page 191 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out, refurbished, or remounted Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily Rev. 3/2021 Page 192 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; Rev. 3/2021 Page 193 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government- owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell Rev. 3/2021 Page 194 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Rev. 3/2021 Page 195 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased Rev. 3/2021 Page 196 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. Rev. 3/2021 Page 197 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, Rev. 3/2021 Page 198 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quolity Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. S. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. Rev. 3/2021 Page 199 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Rev. 3/2021 10 Page 200 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms Rev. 3/2021 11 Page 201 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C�_1�7�7��[�7►1_1�1►GY�1:»�1�►1�I�7:�.9�►� 1�►�r_1►1�1�:�1►�/_1:�'/_1►1�1►[�7►Q�I�7►��:�I:��jr�7:�'1 INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is Rev. 3/2021 12 Page 202 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. Rev. 3/2021 13 Page 203 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. Rev. 3/2021 14 Page 204 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names Rev. 3/2021 15 Page 205 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation Rev. 3/2021 16 Page 206 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. Rev. 3/2021 17 Page 207 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 113021-SUT T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell DocuSigned by: y s(6�� By:E I Jeremy Schwartz Title: Chief Procurement Officer 2/7/2022 1 9:22 PM CST Date: Approved: ��''D11occuSigned by: 7E42B8F817A64CC_. By: Chad Coauette Title: Executive Director/CEO 2/8/2022 1 5:16 PM CST Date: Rev. 3/2021 The Sutphen Corporation DocuSigned by: �MW SV Lw Y• 14FD9C3BBDB0447... Drew Sutphen Title: President Date: 2/8/2022 1 3:13 PM CST 18 Page 208 of 305 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 RFP 113021 - Firefighting Apparatus and Fire Service Vehicles Vendor Details Company Name: The Sutphen Corporation 6450 Eiterman Rd. Address: Dublin, OH 43016 Contact: Donna Newell Email: newelI@sutphencorp.com Phone: 614-889-1005 Fax: 614-889-0874 HST#: 31-0671786 Submission Details Created On: Tuesday November 02, 2021 10:26:29 Submitted On: Tuesday November 30, 2021 12:43:06 Submitted By: Justin Howell Email: justin.howell@sutphencorp.com Transaction #: 93bf0e80-f6b0-4f36-b556-53e068f8e940 Submitter's IP Address: 70.61.26.138 Bid Number: RFP 113021 Vendor Name: The Sot hhhe2 pO atIU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (one legal entity only): The Sutphen Corporation (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer N/A whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA Sutphen Corporation names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Proposer Physical Address: 6450 Eiterman Road Dublin, OH 43016 5 Proposer website address (or addresses): www.sutphen.com 6 Proposer's Authorized Representative (name, Drew Sutphen title, address, email address & phone) (The President representative must have authority to sign 6450 Eiterman Rd. Dublin, OH 43016 the "Proposer's Assurance of Compliance" on Drew.sutphen@sutphencorp.com behalf of the Proposer and, in the event of 800-848-5860 award, will be expected to execute the resulting contract): 7 Proposer's primary contact for this proposal Justin Howell (name, title, address, email address & phone): Senior Sales Territory Manager 6450 Eiterman Rd Dublin, OH 43016 Justin. howell@sutphencorp.com 800-848-5860 8 Proposer's other contacts for this proposal, if Donna Newell any (name, title, address, email address & Cooperative Purchasing Manager phone): 6450 Eiterman Rd. Dublin, OH 43016 Donna.newelI@sutphencorp.com 800-848-5860 Table 2: Company Information and Financial Strength Line Question Response* Item Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2C1 UpO IU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 9 Provide a brief history of your company, With our main production and headquarters located in Dublin, OH. Sutphen also has including your company's core values, production facilities in Urbana, and Hilliard, Ohio, as well as in Lake Ariel, business philosophy, and industry longevity Pennsylvania. Sutphen Corporation is a well-known custom fire apparatus related to the requested equipment, products manufacturer. Sutphen has been family owned and operated since 1890. It is the or services. longest continuously owned and operated fire apparatus manufacturer in the country. As stated in our mission statement, Sutphen's core values and mission is to put customers first and treat them as family. MISSION STATEMENT At Sutphen, our mission is to build the safest, most reliable, fire apparatus in the world, through innovation and customer focus. CORE VALUES We recognize how important our customers, employees, and families are to the success of our company. We understand that our company's well-being is dependent upon our contributions and commitment. We all agree to grow our business through the following core values: Innovation — We will continually offer innovative new products in the fire apparatus market. Integrity — Mutually consider each other as a vital part of our production. Be truthful and honest. Teamwork — Divide the challenge, double the success. Respect — Treat others with the same respect we expect. Quality — We will constantly re-evaluate and upgrade our quality assurance process and our customer service. Accountability — We will be accountable for our work, and invest the time and effort to do things right the first time. 10 What are your company's expectations in the Sutphen Corporation looks forward to providing Sourcewell members with another event of an award? avenue to efficiently and cost effectively purchase fire apparatus that saves time and effort, minimizes the need for individual RFPs and contracts, and meets the Sourcewell members' competitive and procurement requirements. 11 Demonstrate your financial strength and The Company has annual audited financial statements and adheres strictly to stability with meaningful data. This could GAAP. Over the past several years, Sutphen's average annual corporate Revenues include such items as financial statements, have exceeded $100 million. Sutphen is profitable and has a strong EBITDA. The SEC filings, credit and bond ratings, letters Balance Sheet is strong. The Company retains much of Equity as Cash. The of credit, and detailed reference letters. Current Ratio over the past several years, including Customer Advances, is better Upload supporting documents (as applicable) than 1:1 All Current Liabilities, other than Customer Advances, are trade debt or in the document upload section of your liabilities incurred during the ordinary course of business. There is no senior bank response. debt. Nor is there subordinated or off Balance Sheet funding. The Company funds all Working Capital needs internally. Please see the attached Bank Letter of Credit and the Bonding Company Letter of Credit. 12 What is your US market share for the If we use five (5) years of historical FAMA sales statistics. Sutphen represents solutions that you are proposing? approximately 7.1% of all reported sales including all apparatus categories in which the Company has the capacity to compete. In those apparatus categories in which Sutphen specializes, namely mid -mount aerial platforms, over the same five (5) years and category specific, Sutphen captured an average of 31% to 75% of sales 13 What is your Canadian market share for the Historically Sutphen has sold aerial products primarily targeted to the US and solutions that you are proposing? Canada market. Sutphen however proposes the same products in the Canadian market as we do for US Market to help gain future market share. 14 Has your business ever petitioned for No bankruptcy protection? If so, explain in detail. 15 How is your organization best described: is a) Not Applicable it a manufacturer, a distributor/dealer/reseller, b) In the US and Canada, Sutphen fire apparatus is sold through a network of or a service provider? Answer whichever thirty-one (31) authorized, independent dealerships. Many of these dealerships are question (either a) or b) just below) best also authorized service centers and are part of Sutphen's US/Canadian network of applies to your organization. more than fifty (50) authorized, independent service centers. Sutphen maintains and a) If your company is best described as staffs its own factory service centers in Urbana, OH, Hilliard, OH and Lake Ariel, a distributor/dealer/reseller (or similar entity), PA. Sutphen Corporation also provides 24/7 customer hotline support. provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? Bid Number: RFP 113021 Vendor Name: The Sot hhhe2CCorp�o iQ DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 16 If applicable, provide a detailed explanation Licensing varies greatly by state in the US. In many, but not all, states, Sutphen 18 outlining the licenses and certifications that Corporation must maintain both manufacturing and dealer, distributor, or specialty are both required to be held, and actually dealer licenses. In all cases where required, the Company hereby certifies that it held, by your organization (including third holds current manufacturing licenses. In addition and on behalf of each of its parties and subcontractors that you use) in authorized, independent dealers/distributors, Sutphen again hereby certifies that it pursuit of the business contemplated by this obtains and maintains the dealer, distributor, or specialty distributor licenses where RFP. required by the state in which business is conducted. For the most part, all licensing, export documentation, and incremental paperwork for vehicles sold to end users in Canada is managed independently by the dealer/distributor responsible for selling into Canada. Sutphen Corporation is a member of both the Fire Apparatus Manufacturers Association (FAMA) and National Fire Protection Association (NFPA). 17 Provide all "Suspension or Debarment" None information that has applied to your Small Business Administrator Visit 19 organization during the past ten years. The overwhelming majority of Sutphen's business is to the public government fire Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 18 Describe any relevant industry awards or It is not Sutphen's business philosophy to go out of its way to garner industry recognition that your company has received awards or recognition. The Company would rather spend its efforts to provide the in the past five years best possible fire apparatus and excellent customer service to its end users. Sutphen believes that its longevity in the industry speaks volumes about its success. In 2020, Sutphen celebrated its 130th anniversary and, today, is in the midst of its 131st year of operations. It is the industry's oldest continuously family- owned and operated fire apparatus manufacturer. Please see refer to the attached articles that showcase our continue growth the fire apparatus industry. Conway Family Business Award Announcement of the Tractor Drawn Aerial Urbana Chassis Ground Breaking Small Business Administrator Visit 19 What percentage of your sales are to the The overwhelming majority of Sutphen's business is to the public government fire governmental sector in the past three years and emergency response entities. Occasionally, the Company will sell fire apparatus to commercial business, for example petroleum refineries or chemical manufacturers, to support their on-site fire response plans. 20 What percentage of your sales are to the With the exception of sales to Colleges or Universities to support on -campus fire education sector in the past three years response centers or to a Fire Academy to support first responder education, Sutphen does not participate in the Education Sector. 21 List any state, provincial, or cooperative Sutphen currently holds contracts with the following cooperative purchasing agencies: purchasing contracts that you hold. What is the annual sales volume for each of these Commonwealth of Pennsylvania's Cooperative Purchasing Program (COSTARS) contracts over the past three years? Florida Sheriffs Association (FSA) Houston -Galveston Area Council (HGAC) Louisiana Multiple Award Schedules (LaMAS) New Jersey State Contract Ohio State Term Schedule Texas BuyBoard Sourcewell Over the past three (3) years, Sutphen has sold an annual average of over 150 vehicles across all cooperative purchasing contracts. The trend is upward and Sutphen expects cooperative purchasing to continue to drive sales growth in the future. 22 List any GSA contracts or Standing Offers Sutphen CAGE Code 61-027, holds GSA Contract GS -30F -0012Y Under Schedule and Supply Arrangements (SOSA) that you 23V, Automotive Superstore, SIN 190-01 Fire Fighting Apparatus and Attachments. hold. What is the annual sales volume for Annual Sales Volumes are available at GSA's Schedule Sales Query website: each of these contracts over the past three https://ssq.gsa.gov. years? Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2C1LpO IU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 4: References/Testimonials Line Item 23. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name* Phone Number* Scope of Work Kissimmee Fire Dept. Chief Jim Walls james.walls@kissimmee.gov Province �" 407-518-2222 Years * Cape Coral Fire Dept. Div. Chief Mike Bush mbush@capecoral.net Fire Apparatus 17 Pumpers , 3 Aerials $16.8 M 239-574-0501 Government DeKalb County Fire Rescue Captain Bryan Dobson BCDobson@dekalbcountyga.gov $19.3 M Rescue 404-808-0844 Table 5: Top Five Government or Education Customers Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type State 1 Scope of Work Size of Transactions Dollar Volume Past Three Province �" Years * DeKalb County Government Georgia - GA Fire Apparatus 17 Pumpers , 3 Aerials $16.8 M Miami Fire Government Florida - FL Fire Apparatus 16 Pumpers, 5 Aerials, $19.3 M Rescue service centers. Sutphen maintains and staffs its own factory service centers in 2 Rescues, 2 Tankers Urbana, OH, Hilliard, OH and Lake Ariel, PA. Sutphen Corporation also provides Columbus Fire Government Ohio - OH Fire Apparatus 1 Aerial, 2 Pumpers, 5 $6.5 M Service Centers included as supporting documentation. Please also note that Rescues Sourcewell members can find their local authorized Sutphen apparatus dealer and Orlando Fire Government Florida - FL Fire Apparatus 11 Pumpers, 2 Aerials $8.9 M Durham Fire Government North Carolina - Fire Apparatus 11 Pumpers $6.4 M NC Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* 25 Sales force. The dealers/distributors are supported by Sutphen's ten (10) person internal sales support team. The team's responsibility is to seamlessly and promptly support the Company's independent dealer/distributors throughout the sales process. 26 Dealer network or other distribution Sutphen has a network of over thirty-five (35) domestic and international authorized methods. dealers/distributors. 27 Service force. Many of Sutphen's dealerships are also authorized service centers and are part of Sutphen's US/Canadian network of more than fifty (50) authorized, independent service centers. Sutphen maintains and staffs its own factory service centers in Urbana, OH, Hilliard, OH and Lake Ariel, PA. Sutphen Corporation also provides 24/7 customer hotline support. Please see the Lists of Sutphen's Authorized Dealers/Distributors and Authorized Service Centers included as supporting documentation. Please also note that Sourcewell members can find their local authorized Sutphen apparatus dealer and service center on the interactive map that can be found on our website. http://www.sutphen.com/locations Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2C1:ipO IU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 28 Describe the ordering process. If orders If the customer is not an Sourcewell member, Sutphen will facilitate to the customer will be handled by distributors, dealers or how to signup as a member. A Sutphen authorized dealer/distributor shall submit a others, explain the respective roles of the proposal to the member. The member accepts the proposal and enters into a Proposer and others. purchase agreement with Sutphen and issues a purchase order to build one or more fire apparatus. The Sutphen dealer/distributor sends a fully executed copy of the proposal, all pricing and supporting documentation to the customer. The Sutphen Contract Administration team, consisting of three (3) individuals, will process the incoming orders, manage workflow, and administrative requirements to contract completion and delivery. Sutphen will communicate with Sourcewell contract administrators as required by any cooperative purchasing contract issued to Sutphen by Sourcewell as a result of this offer herein. 29 Describe in detail the process and When a fire apparatus owner/user needs vehicle repair or repair/spare parts, the procedure of your customer service owner typically calls its local authorized, independent dealer/distributor or service program, if applicable. Include your provider. Warranty work, emergency repairs, or routine maintenance are generally response -time capabilities and handled by Sutphen's team of dedicated local service providers. More complex commitments, as well as any incentives repairs or overhauls may need to be supervised by a Sutphen factory service that help your providers meet your stated technician who travels to the local service repair site. service goals or promises. Customers may directly call one of Sutphen's three (3) factory service centers. Normal business hours are Monday -Friday, 6:00 am -5:00 pm Eastern time. After hours or in an emergency, a 24/7 Sutphen Service Technician is on call and will determine and implement the most appropriate solution to the emergency. For example, in the event of a "Truck Out of Service" call, the on -duty Service Technician receiving the call would follow established procedure and, in turn, notify and involve the Director of Service, the area Service Manager, and the applicable Production Manager who all, as a team, formulate and execute a "Back in Service" plan to get the truck operating as quickly as possible. Typically, within 24 hours the apparatus is once again functional. The goal is to minimize downtime and return an apparatus to dependable public service. Normal maintenance repairs or parts orders ship promptly. Sutphen offers both expedited and standard shipping options to the end user. Sutphen's local authorized, independent dealers/distributors or service providers, and the Company's factory service center, all offer full on-site (fire station or city service shop) apparatus service that is, oftentimes, the preferred, most timely and cost effective service option. 30 Describe your ability and willingness to Through its dealer/distributor network and internal support teams, Sutphen sells and provide your products and services to services customers in the United States. It will, again through its dealers/distributors, Sourcewell participating entities in the continue sell and service to the United States members. United States. 31 Describe your ability and willingness to Through its dealer/distributor network and internal support teams, Sutphen sells and provide your products and services to services customers in Canada. It will, again through its dealers/distributors, continue Sourcewell participating entities in Canada. sell and service to Canadian member agencies. 32 Identify any geographic areas of the United No, Sutphen has authorized dealers, service centers, and technicians that are able to States or Canada that you will NOT be work anywhere within the United States. As noted above, members would first fully serving through the proposed contract. contact their local authorized dealer/distributor. If there is no local authorized dealer, the member would work directly with Sutphen Warranty Department and Service Center and a factory technician will be authorized and travel to complete the required warranty repairs. 33 Identify any Sourcewell participating entity At this time the only entity sector that limits a regional presence would be sectors (i.e., government, education, not -for- Mississippi. As they primarily purchase off the Mississippi State Term contract. profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 34 Define any specific contract requirements Sutphen will continue to offer the same products and services of this RFP to Hawaii or restrictions that would apply to our and Alaska as we do for rest of the contiguous United States. The only difference participating entities in Hawaii and Alaska would be that additional charges may be applied for travel and delivery. and in US Territories. Table 7: Marketing Plan Line Question Response* Item Bid Number: RFP 113021 Vendor Name: The Sot hhhe2C�orpO iQ DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 35 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. 36 Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. Bid Number: RFP 113021 As an organization that relies heavily on its dealer network for both daily customer interfacing and long-term marketing endeavors, our first and foremost marketing strategy will be to target our dealer network. Our primary campaign will be of education and information dissemination regarding Sourcewell's benefits and opportunities as they relate to dealers and customers alike. We will mobilize this primary campaign through dealer meetings, dealer webinars, email campaigns, cooperative purchasing informational one -pagers, and more. Our dealer network will participate in the aforementioned meetings and learn from Sutphen's cooperative purchasing experts. To date, we have found great success in distributing this information to dealers who in turn educate our customers. While we plan to create information packets and educational seminars directed by Sutphen, we also plan to work together with Sourcewell to directly provide those educational materials. We have found great success in years past by inviting Sourcewell to speak at our annual dealer meeting and other seminars to directly connect with dealers. These kind of personal connections from both Sutphen and Sourcewell are come of the most powerful and impactful to the fire service and its members. Our secondary campaign will be of general knowledge directed at our customers. Not only do we already have a section on our corporate website dedicated to cooperative purchasing options, but we plan to celebrate the receipt of award by acknowledging it on our website and creating an information guide regarding Sourcewell. This secondary campaign will also focus on social media and other forms of digital advertising to capture our entire audience and inform them of Sutphen's Sourcewell cooperative purchasing opportunity. In addition to the two previously mentioned campaigns, Sutphen will use several ways to convey its marketing message across the industry. Those methods include, but are not limited to, the following: 1. National and Regional Industry Print Media among them Fire Engineering, Fire Apparatus, Fire News, and 1st Responder 2. Sutphen Product Literature 3. National and Regional Industry Trade Show and Educational Conferences including, but not limited to, FDIC, Firehouse Expo, Fire Rescue International, the Ohio Fire Chiefs and more. As mentioned in the marketing strategy question, line item 35, one of our primary campaigns will be using social media and other forms of digital marketing to enhance the effectiveness of the Sourcewell cooperative purchasing contract as it relates to Sutphen Corporation. At the time of this RFP submission, Sutphen's social media presence has over 43,000 followers on Facebook; 23,000 followers on Instagram; 2,700 followers on Twitter; and nearly 1,500 followers on Linkedln. With these numbers constantly growing, our social media alone consistently reaches 70,000 followers a day and more. According to Facebook's analytics, in the past year alone, Sutphen has reached over 1.5 million people via Facebook and 250,000 people via Instagram. By maximizing these resources Sutphen will effectively marketing the Sourcewell cooperative purchasing contract to critical audiences. In addition to social media, we capture a targeted audience via our corporate website: www.Sutphen.com. Over the past year, we have garnered over 1.6 million visitors to the site. These visitors can access apparatus insight as well as an expansive cooperative purchasing page that will detail the Sourcewell contract and Sutphen's affiliation with the contract. Along with those two digital media outlets, we continually advertise and conduct public relations tactics with industry magazines and their affiliated websites to help tell important industry news stories and Sutphen's role within the fire industry as a whole. Vendor Name: The Sutpge 2CgpOfatIUg DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 37 In your view, what is Sourcewell's role As mutual business partners, we see Sourcewell's role in promoting the contract to be in promoting contracts arising out of providing Sutphen pertinent information and necessary details when creating pamphlets, this RFP? How will you integrate a one -pagers, webinars, and general meetings. Sourcewell-awarded contract into your sales process? While Sutphen's cooperative purchasing experts are well versed in the process, it is important to have specific details and understandings from Sourcewell specifically. We will integrate a Sourcewell-awarded contract into the Sutphen sales process by steering customers towards the cooperative purchasing process. We already emphasize the benefits of cooperative purchasing to our customers, but with the newly awarded contract, we will continue to underscore its importance. 38 Are your products or services Due to the customizable nature of our trucks, the specifics inherent of the fire industry, available through an e -procurement and general industry practice, our products are not available through and e -procurement ordering process? If so, describe your ordering process. e -procurement system and how governmental and educational customers have used it. Bid Number: RFP 113021 Vendor Name: The Sot hhhe2CCop�o iQ DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 8: Value -Added Attributes Line Item Question Response* 39 Describe any product, equipment, Sutphen provides operational demonstration at the time of pick-up or delivery for all fire maintenance, or operator training apparatus. The Company provides additional in-depth technical training including, but not programs that you offer to limited to, aerial operation and maintenance, apparatus operational troubleshooting, electrical Sourcewell participating entities. system repair, hydraulic systems repair, engine emissions systems and repair, and operation Include details, such as whether and maintenance of other operational and specialty systems. These factory -provided, 3 -day training is standard or optional, training classes are typically held at least twice a year in Ohio and are provided are who provides training, and any complimentary. Attendees are responsible for their travel and lodging, and costs that apply. meals/entertainment outside of those provided by Sutphen during class. From time to time and as demand dictates, Sutphen has provided regional training classes. 40 Describe any technological Sutphen is unique in the industry in that it's aerial devices are solely constructed of advances that your proposed aluminum. That, coupled with HuckBolt fastening technology instead of welding, provides an products or services offer. incredibly strong and lightweight aerial device. The reduced weight lowers an aerial's center of gravity, providing a better handling apparatus. The lighter weight also reduces wear and tear on tires, brakes, and other suspension components resulting in lower yearly ownership costs and out -of -service time. 41 Describe any "green" initiatives Sutphen will always comply with all federally mandated emissions advances in combustible that relate to your company or to engine technologies. Here at Sutphen we almost exclusively use LED lighting technologies your products or services, and and, when cost and operationally efficient, will embrace synthetic lubricant and other fluid include a list of the certifying products. Sutphen also supports its end user's desires for environmentally sound "green" agency for each. apparatus operations. The most recent example is Sutphen's embracement of various options in Idle Reduction technology. Sutphen feels that Idle Reduction technology bridges the gap between the fully electric fire truck, and the current combustion engine. This technology helps to mitigate and limit the amount of carbon emission into the atmosphere by using a smaller engine or Lithium Ion batteries to replace the intermittent use of the larger diesel engine while the truck is idle on scene. With the current state of the market, and the transition to fully electric fire trucks we feel at Sutphen that taking baby steps into newer technologies has been the steady approach to a market that is slow to embrace change from previous practices. 42 Identify any third -party issued eco- Sutphen fire apparatus currently do not carry any official eco -label, rating or certification, but labels, ratings or certifications that we will continue to work with our vendors to provide equipment and products that can carry your company has received for energy efficiency or a green/sustainability factor as the technology comes to market. the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 43 Describe any Women or Minority While Sutphen is not a WMBE, we are a self -certified small business under the SBA's size Business Entity (WMBE), Small standards for its NAICS Code. The current size standard is 1,000 employees. The Business Entity (SBE), or veteran Company currently employs approximately 450 employees across all locations. Please see owned business certifications that the list of WMBE or SBE subcontractors included in this response. your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 44 What unique attributes does your Very simply stated, Sutphen is unique in that it is a family owned company in continuous company, your products, or your operation since 1890 owned by one family. The Company treats its customers as family. services offer to Sourcewell Ownership is accessible and intimately involved in all aspects of the sales process and participating entities? What makes post sale support. Many Sutphen customers have Sutphen family cell phone numbers and your proposed solutions unique in are encouraged to contact ownership whenever they feel the need. Sutphen is small enough your industry as it applies to to respond personally and promptly, but large enough to support the infrastructure needed to Sourcewell participating entities? truly serve first responder end users in professional and dependable manner. While the Company produces fire apparatus across most vehicle sectors, we specialize in the aerial platform/ladder configurations to provide the best performing products on the market. Bid Number: RFP 113021 Vendor Name: The Sutpge 2C1 /pOf�IUg DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response* 45 Do your warranties cover all products, parts, and Yes, Sutphen Corporation provides warranties to the original purchaser of a labor? Sutphen apparatus. These warranties will provide parts and repairs to the Sutphen vehicle during the warranty period in accordance with the warranty documents attached. 46 Do your warranties impose usage restrictions or Yes, there are restrictions/limitations Sutphen warranty coverage. This other limitations that adversely affect coverage? includes, but is not necessarily limited to, wear and tear items (tires, filters, brakes), damage caused by, for example, collision or misuse. Please see the enclosed warranty documents for a full coverage explanation. 47 Do your warranties cover the expense of Yes. Sutphen Corporation reimburses for travel time to and from the technicians' travel time and mileage to perform customer to complete the warranty repairs. warranty repairs? 48 Are there any geographic regions of the United No, Sutphen has authorized dealers, service centers, and technicians that States or Canada (as applicable) for which you are able to work anywhere within the United States. As noted above, cannot provide a certified technician to perform Sourcewell members would first contact their local authorized warranty repairs? How will Sourcewell dealer/distributor. If there is no local authorized dealer, the Sourcewell participating entities in these regions be provided member would work directly with Sutphen Warranty Department and Service service for warranty repair? Center and a factory technician will be authorized and travel to complete the required warranty repairs. 49 Will you cover warranty service for items made by As stated in the Sutphen warranty documents, major components of trade other manufacturers that are part of your proposal, accessories such as purchased chassis, engines, signaling devices, or are these warranties issues typically passed on transmissions, pumps, tanks or generators that have a separate to the original equipment manufacturer? manufacturer's warranty are covered by the appropriate OEM standard commercial warranty. However, Sutphen will assist the authorized dealer/distributor or customer to facilitate the warranty repairs. 50 What are your proposed exchange and return Parts and loose equipment shipped from Sutphen or drop shipped under programs and policies? Sutphen's direction can be returned for credit within ninety (90) days of the delivery date. Product must be returned in unused, saleable condition and in its original packaging. Customers must request a Return Material Authorization (RMA) which is good for thirty (30) days. Warranty return shipping is Sutphen's responsibility. All other shipping costs are customer responsibility. Sutphen has a twenty five percent (25%) restocking fee and will, in addition, add cost of repackaging any returns/exchanges not in original packaging. Sutphen's return policy only applies to parts. This does not apply to the purchase of a fire apparatus. 51 Describe any service contract options for the While it is not included in as a line item in this response, Sutphen will offer items included in your proposal. Sourcewell members an annual aerial apparatus service contract after the purchase and delivery of a vehicle as an Open Market opportunity. The Company does this to make certain that Sutphen apparatus remain dependable and in excellent working condition. The service agreement includes an annual inspection through which Sutphen technicians evaluate the condition of the apparatus. In general terms, the aerial service contract consists of the following: o Inspection of the chassis and components o Inspection of the fire pump, valves and accessories o Inspection of the hydraulic system, pressures and operation o Complete inspection of the ladder, components and lubrication o Check torque settings and aerial base and all main fasteners Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2C1 tSpO IU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 10: Payment Terms and Financing Options Line Item Question Response* 52 Describe your payment terms and accepted payment If a customer elects a prepayment discount option, the prepayment methods. is due within thirty (30) days after contact signing or receipt of purchase order. Any remaining amount, or the full amount if no prepayment is provided, is due upon delivery and acceptance of the completed apparatus. Sutphen will invoice a customer approximately thirty (30) days before acceptance and pick up or delivery. Payment in full of outstanding invoice balances is due upon acceptance, pickup or delivery. 53 Describe any leasing or financing options available for use Sutphen Corporation does not provide leasing directly. However, by educational or governmental entities. Sutphen Corporation, and its dealers/distributors, work with industry recognized leasing companies, and can assist in securing leasing for apparatus purchased by members. 54 Describe any standard transaction documents that you Sutphen Corporation will accept either a members Purchase Order propose to use in connection with an awarded contract or a Sutphen provide Purchase Agreement/Contract. A copy is (order forms, terms and conditions, service level attached for your review. agreements, etc.). Upload a sample of each (as applicable) in the document upload section of your response. 55 Do you accept the P -card procurement and payment Sutphen Corporation has accepted the P -card purchase for previous process? If so, is there any additional cost to Sourcewell purchases, however, the bank required fee will be added to the total participating entities for using this process? price of the purchase. This is typically around 4% of the purchase price. Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2C1 ypO IU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response* 56 Describe your pricing model (e.g., line -item discounts or Please see the Sourcewell Contract Price List included for our product -category discounts). Provide detailed pricing data complete line item pricing. The Company is offering "base models" (including standard or list pricing and the Sourcewell of all apparatus described immediately above. The Price List also discounted price) on all of the items that you want includes all published options. Base models and options are Sourcewell to consider as part of your RFP response. If published as MSRP. Sutphen is offering members a discount of applicable, provide a SKU for each item in your proposal. Fifteen Percent (15%) from MSRP. Sutphen has negotiated this Upload your pricing materials (if applicable) in the industry standard percentage discount with GSA and other various document upload section of your response. cooperative agreements. From time to time, Sutphen may amend any awarded contract to update models and prices to bring them into line with the then current commercial catalog and other cooperative purchasing agreements in which the Company participates. 57 Quantify the pricing discount represented by the pricing Sutphen is offering Sourcewell members a standard basic discount proposal in this response. For example, if the pricing in of Fifteen Percent (15%) off MSRP for base models and published your response represents a percentage discount from options. MSRP or list, state the percentage or percentage range. 58 Describe any quantity or volume discounts or rebate Should a member purchase apparatus in sufficient quantities and programs that you offer. under similar circumstances, Sutphen may offer additional discounts. Discount amounts may vary based upon quantity, product type, delivery times and/or customer loyalty. 59 Propose a method of facilitating "sourced" products or Sutphen will offer unpublished or open market items as may be related services, which may be referred to as 'open required by the member's Statement of Work. Pricing will be market' items or "nonstandard options". For example, you quoted at a fixed price on a case by case based and shall not be may supply such items "at cost' or "at cost plus a applicable to any additional discount. percentage," or you may supply a quote for each such request. 60 Identify any element of the total cost of acquisition that is None NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 61 If freight, delivery, or shipping is an additional cost to the Delivery is included for all Sutphen aerial apparatus. A Sutphen Sourcewell participating entity, describe in detail the Delivery Engineer or authorized dealer/distributor provides delivery complete freight, shipping, and delivery program. and operational demonstration as part of standard pricing for these vehicles. Factory or dealer provided delivery is not included in standard pricing but instead as a zone -priced option on all pumper, tanker, and rescue apparatus (non -aerial apparatus). Sutphen has four (4) priced delivery zones. A non -aerial customer is always welcome to visit the Sutphen facilities to receive an operational demonstration and pick up the vehicle. 62 Specifically describe freight, shipping, and delivery terms or Sutphen does manage OCONUS delivery to Hawaii, Alaska, US programs available for Alaska, Hawaii, Canada, or any territories, and Canada for its customers on an individual basis. offshore delivery. Delivery method and delivery cost are calculated and included at the time of the proposal. Included FOB Destination shipping on aerial apparatus may be limited to CONUS for deliveries to Hawaiian, Alaskan, US Territorial, and Canadian members eligible to use the Sourcewell contract. 63 Describe any unique distribution and/or delivery methods or None options offered in your proposal. Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2 °dpO at18 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: Comments 64 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing Sutphen is pleased to departments. participate with multiple cooperative purchasing program agencies. It is our policy to not provide preferential pricing to one agency over another, thus allowing the customer to choose the program that best fits their needs. If favored with the contract Sutphen will continue to promote the Sourcewell contract as outlined in our marketing plan. Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2 "I pO atIU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 13: Audit and Administrative Fee Line Item Question Response* 65 Specifically describe any self -audit process or program that you For all customer proposals, Sutphen Corporation uses plan to employ to verify compliance with your proposed Contract proprietary pricing and specification software to make certain with Sourcewell. This process includes ensuring that Sourcewell that Sourcewell members receive correct contract discount participating entities obtain the proper pricing, that the Vendor pricing. reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Provide To make certain all vendor reports, sales reporting and sufficient detail to support your ability to report quarterly sales to proper administrative fees are paid, all orders are processed Sourcewell as described in the Contract template. by Sutphen's Contract Administration team. This team maintains the documentation of all cooperative purchasing contracts, logs orders, provides all required reports, and pays all administrative fees. The team has developed a method of internally verifying accuracy and completion of timely contract management operations. Reports are completed and fees are paid quarterly based on the following schedule. January - March, reporting completed prior to end of April April - June, reporting completed prior to end of July July - September, reporting completed prior to end of October September - December, reporting completed prior to end of January 66 If you are awarded a contract, provide a few examples of internal Our internal sales support and contract administration teams metrics that will be tracked to measure whether you are having monitor the purchases of all apparatus and track any units success with the contract. purchased through the use of a cooperative purchasing agreements. This data is used to prepare and submit the quarterly reports as required by each agency. In addition, we submit internal reports to management on a monthly, quarterly, and annual basis. Since the initial contract award with NJPA/Sourcewell in 2018, Sutphen has seen a dramatic increase in the number of units sold under this contract. Sutphen went from the initial five units assigned in the first year to over eighty units this current year. In anticipation of being awarded another contract with Sourcewell, we would expect additional success as we continue to promote the use of this contract. 67 Identify a proposed administrative fee that you will pay to Sutphen proposes an administrative fee of Two Thousand Sourcewell for facilitating, managing, and promoting the Sourcewell and No/100 Dollars ($2,000.00) per purchase order payable Contract in the event that you are awarded a Contract. This fee in the reporting period in which the order is delivered and is typically calculated as a percentage of Vendor's sales under the customer invoice is paid in full. Contract or as a per-unit fee; it is not a line -item addition to the This fee structure is consistent with and equivalent to the Member's cost of goods. (See the RFP and template Contract for very productive and most popularly used cooperative additional details.) purchasing programs under which Sutphen currently participates. Sutphen is making this proposal to place Sourcewell on a level competitive co-op playing field to drive maximum member purchasing toward the Sourcewell platform. Some program like GSA & FSA, charge a percentage of the discounted amount of contract sales, excluding open market items. Fire apparatus are large ticket capital purchases. The difference between a flat administrative fee and a percentage fee becomes material to the purchase decision in a public agency environment where agencies must spend the taxpayer dollar wisely. We have experience that with other things equal, the larger percentage fee is actually a deterrent to a flat fee co-op contract. Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2 pO at18 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response* 68 Provide a detailed description of the Sutphen manufactures a wide range of fire apparatus including custom and Firefighting apparatus and service vehicles, of all equipment, products, and services that you commercial pumpers, custom and commercial tankers, single and tandem axle mid - are offering in your proposal. mount aerial platforms, single and tandem axle mid -mount and rear -mount aerial r~ No of fire apparatus including but not ladders, as well as our own custom chassis. The Company also manufactures a mobile water supply, aerial, quint, special service, variety of specialty fire apparatus including industrial pumpers and aerials, heavy limited to custom and commercial rescues, and hazmat units. 69 Within this RFP category there may be The Sutphen subcategory list would include the following: Aerial Ladder, Aerial subcategories of solutions. List subcategory Platform, Custom Pumper, Commercial Pumper, Custom Tanker, Commercial Tanker, titles that best describe your products and Heavy Rescue, Wildland Urban Interface Vehicle, and some Equipment, Accessories, 71 services. and Supplies as published options. These are also not limited to remounting or Sutphen manufactures a wide range refurbished apparatus. Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Category or Type Offered Comments 70 Firefighting apparatus and service vehicles, of all d: Yes Sutphen manufactures a wide range types, such as: pumper/engine, initial attack, r~ No of fire apparatus including but not mobile water supply, aerial, quint, special service, limited to custom and commercial mobile foam, command and communications, and pumpers, custom and commercial purpose-built firefighting or rescue trailers tankers. 71 Wildland fire apparatus, of all types, such as: fire r: Yes Sutphen manufactures a wide range suppression equipment, mobile water supply, and r-. No of wildland fire apparatus including crew carriers but not limited to WUI, and tankers. 72 Aircraft rescue and firefighting vehicles r Yes N/A d: No 73 Purpose-built chassis and vehicle components for r: Yes Sutphen manufactures one extreme firefighting apparatus and fire service vehicles r No duty custom chassis that is available to multiple facilities to complete the desired apparatus. 74 Equipment, options, accessories, and supplies r: Yes Sutphen offers "base models" of all complementary or incidental to the purchase of a r No apparatus. In our published price turnkey or complete unit of the types described in listing we included all published Lines 70-72 above options available to be outfitted on various unit types described above in 70-71. 75 Services related to the offering of the solutions r': Yes Sutphen can offer remount or described in Lines 70-74, including installation, r~ No refurbishment options. Any such work customization, remount, refurbishment, inspection, shall be quoted at the time of the repair, maintenance, training, and support I I request. Bid Number: RFP 113021 Vendor Name: The Sutpge 2�po at18 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Table 15: Industry Specific Questions Line Item Question Response* 76 Describe available service and repair In the US and Canada, Sutphen fire apparatus is sold through a network of thirty - options for the equipment and products one (31) authorized, independent dealerships. Many of these dealerships are also offered in your proposal. authorized service centers and are part of Sutphen's US/Canadian network of more than fifty (50) authorized, independent service centers. Sutphen maintains and staffs its own factory service centers in Urbana, OH, Hilliard, OH and Lake Ariel, PA. Sutphen Corporation also provides 24/7 customer hotline support. 77 Describe available remount or refurbishing Sutphen can offer remount or refurbishment options. Any such work shall be quoted services included within your proposal, the at the time of the request. Pricing will be a fixed price quote and shall be pricing method for such services, and any determined based on age, condition, and other factors of the current state of the unit. related order processes. 78 Describe your compliance with US Sutphen apparatus meet all Federal DOT, state requirements, UL testing and are standards for the equipment and products compliant with the pertinent current NFPA standards. offered in your proposal, including applicable federal and state requirements. 79 Describe your compliance with Canadian Sutphen apparatus meet all Federal DOT, ULC testing and are compliant with the standards for the equipment and products pertinent current NFPA standards. offered in your proposal, including applicable federal and provincial requirements. Table 16: Exceptions to Terms, Conditions, or Specifications Form Line Item 80. IlNO""III"'llGII':: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section I Term, Condition, or Specification I Exception or Proposed Modification Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2 4pO atIU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 • Pricina - 11.56_Pricing.zip - Monday November 29, 2021 15:33:52 • Financial Strength and Stab-Lrtt! - 2.11_Financial Strength and Stability Documents.zip - Tuesday November 30, 2021 12:29:04 • Marketin_Flan/?a n s - 3.18 Marketing Plan Documents.zip - Wednesday November 24, 2021 08:14:02 • \/1 MBE/MB /SIF or Delated Certificates. - 8.43_WMBE Utilization.pdf - Wednesday November 24, 2021 08:08:10 • \/Varranty. Information. - 9.45—Warranty Documents.zip - Wednesday November 24, 2021 08:14:15 • StandardTransaction Document Samples - 10.54—Purchase Agreement.pdf - Wednesday November 24, 2021 08:10:29 • Qgjgay 8c itional Document - 14A—Product Component Reports.zip - Tuesday November 30, 2021 12:29:13 Bid Number: RFP 113021 Vendor Name: The Sutpge 2) o atIU DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: hltas:ff w.treasury: crvfofacfdownloadsfsdnlis�t df. 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: htts:ffsam gcrvf?�?CVIf; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 113021 Vendor Name: The Sot hhhe 2 �pO at18 DocuSign Envelope ID: D84B92F8-94A2-4E2A-BCFB-F962C438ECE9 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. ffR By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Drew Sutphen, President, The Sutphen Corporation The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r- Yes r No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. II have urevlillowed fllh e File Name lma^Jllaw addeiindu iim aurnd pages at avllh i mrm ins flif f a IIF IIF III Iii c a IIF III e ) Addend um_4_Fire_Apparatus_RFP_113021 Sat November 20 2021 12:53 PM Addendum _3_Fire_Apparatus_RFP_113021 Thu November 11 2021 02:09 PM Addendum _2_Fire_Apparatus_RFP_113021 Fri October 29 2021 09:20 AM Addendum _1_Fire_Apparatus_RFP_113021 Fri October 29 2021 09:20 AM Bid Number: RFP 113021 Dv 1v 0o Dw Vendor Name: The SOggne 227 Of 389 1/6/23, 2:37 PM our-cew6 di, Sutphen 1:::1irefig11 ting Alp 1pairatus #113021....S U"T Matuirity Date: 02/..]..0/2026 Products & Services Sutphen: Contract 113021-SUT I Sourcewell SouircewelJ contract 1.1.3021 SU I gives access to the folJowing types of goods and seirvices- [:1ire tiruclks Custom fire alpipairatus Aeiriall 1pllatfoirirn fire tiruclk Aeiria6 6acllclleir tiruclk ire Ip u irn Ip e ir t ir u c Ik Co irn irn e irci a ll Ipuirnlpeir 1:1ire tiruclk chassis Rescue Ipuirnlpeir 11 levy irescue tiruclks 11:::-i ire to ir) Ike irs Acllcllitioinall information can be found on the vendoir provided, ir)oir)goveirir)irneir)t website at, sutphen.com/cooperative-purchasing "'cewe https://www.sourcewell-mn.gov/cooperative-purchasing/113021 -sut Page 228 of 3Q� 1/6/23, 2:37 PM Sutphen: Contract 113021-SUT I Sourcewell I1.....o in to unlock moire contract features. Useirnairne Username 11:3assword Password • +• • ��INT roys Register for an account S rnplly coirnplete the online application or contact the Client IRelations Learn at service@sourcewell- mn.gov or 877.585.9706. 06. Search Suppliers & Contracts 5ouarcewel.l.'s website may contain I.' nks to nongovern went websites being pr'ov'ided as a convenience and for inforrnat'iona1 purposes only. Sousrcewel.l. ne'ither' endorses nor guarantees, in any way, the external organization's ser'v'ices, advice, or pr'oduacts'incMed in these website I.'nks. 5ouarcewel.l. bears no respons'ib'il.'ityfor the accuracy, I.egal.'ity, or t'imel.' ness of any content on the external. site or for that of subsequent I.' nks. AR questions r6ated to content on external. sites shoua d be addressed diirectl.y to the Frost of that park'icWar' website. https://www.sourcewell-mn.gov/cooperative-purchasing/113021-sut Page 229 of 3g� 1/6/23, 2:37 PM Sutphen: Contract 113021-SUT I Sourcewell About C a IIIce e r's Coirripliance & I ega I Contact Mews Oirinns & Conditions C)iirivacy C)olicy Accessibility All Solutians + III Solutians + SupplierIll: ?Zesources + CO 2023 SourcewdL AH rights reserved, https://www.sourcewell-mn.gov/cooperative-purchasing/113021-sut Page 230 of 395 DocuSign Envelope ID: 87CF01 DA-0408-4982-A4F2-634CBE046A38 COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #113021 Entitled Firefighting Apparatus and Fire Service Vehicles The following advertisement was placed October 12, 2021 in USA Today, in South Carolina's The State, in The Oklahoman and on the Sourcewell website �rvvvvv.,.sourc we„I_I,rn_r ,g2y, Sourcewell Procurement Portal ttps://„prop rrt I s ._ _r„curve„I_I ,rn_r�, .2y, Biddingo, Merx, The New York State Contract Reporter �r rw..nyscr r�„y,grrv� PublicPurchase.com, and October 13, 2021 in Oregon's Daily Journal of Commerce: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Firefighting Apparatus and Fire Service Vehicles to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal (f „t„ter„s,, yrrcryr rtcr( sourc,ewlell-r�rr,c�cry Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than November 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: 10-8 Emergency Vehicle Service Kovatch Mobile Equipment Corp. 11193422 Canada, INC. Kyrish Government Group Acres Industries, Inc. Laszlo Corporation Alexis Fire Equipment Company Marion Body Works, Inc. Allied Restoration MAXIMETAL INC. Blanchat Mfg., Inc. Metalfab, LTD BME Fire Trucks, LLC MSA Safety Sales, LLC Brindlee Mountain Fire Apparatus, LLC North America Fire Equipment Co., Inc. CAMIONS CARL THIBAULT, INC. O'RIELLY CHEVROLET, INC. Carrier Truck Centers Oshkosh Airport Products, LLC CET Fire Pumps MFG P.L. Custom Body and Equipment Co., Inc. Chemical Containers, Inc. PECS Electromechanical Commercial Emergency Equipment Pierce Manufacturing (Oshkosh Corporation) Cooperative Services, LLC Rock River Industries, LLC Page 231 of 305 DocuSign Envelope ID: 87CF01 DA-0408-4982-A4F2-634CBE046A38 Sou.uirceweIIII Page 2 of 5 Custom Fire Apparatus, Inc. Rosenbauer South Dakota, LLC D -Lux Screen Printing Sea Hawk Danko Emergency Equipment Servco Pacific, Inc. Dependable Truck & Tank, Limited Skeeter Brush Trucks, LLC Draeger Safety Canada, Ltd. Southern Fire Apparatus, LLC E -ONE, Inc. (REV Group, Inc.) Spartan Fire, LLC Ed M. Feld Equipment Co., Inc. DBA Feld Fire Spencer Manufacturing, Inc. EJ Metals, LLC SPI Health and Safety, Inc. Ferrara Fire Apparatus, Inc. Stainless and Repair, Inc. Fire & Safety Services, Ltd. Sub Aquatics, Inc. FIRE AND MARINE, INC. Super Vacuum Manufacturing CO., Inc. FireStopper USA MD System One Manufacturing, Inc. First Priority Emergency Vehicles, Inc. The Sutphen Corporation Fisher Tech Services, LLC Tipton Ford Fort Garry Flre Trucks, Ltd. Toyne, Inc. Four Guys Stainless Tank & Equipment, Inc. Ty Parker & Son, Inc. Fouts Brothers, Inc. Unifire, Inc. Hi -Tech Emergency Vehicle Service, Inc. US Fire Equipment, LLC HME, Incorporated Ward Apparatus, LLC Holland Pump Company Warren Anderson Ford dba Fritts Ford HUB Fire Engines & Equipment, Ltd. Watts Manufacturing, LLC HydelnfoTech WBM GP., INC. Intercontinental Truck Body, Ltd. Westvac Industrial, Ltd. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on November 30, 2021, at 4:32:09 pm CT. Proposals were received from the following: Acres Industries, Inc. Alexis Fire Equipment Company BME Fire Trucks, LLC Brindlee Mountain Fire Apparatus, LLC CAMIONS CARL THIBAULT, INC. CET Fire Pumps MFG Chemical Containers, Inc. Custom Fire Apparatus, Inc. Dependable Truck & Tank, Limited EJ Metals, LLC FireStopper USA MD Fort Garry Fire Trucks, Ltd. Fouts Brothers, Inc. Hi -Tech Emergency Vehicle Service, Inc. HME, Inc. HUB Fire Engines & Equipment, Ltd. Laszlo Corporation Marion Body Works, Inc. Page 232 of 305 DocuSign Envelope ID: 87CF01 DA-0408-4982-A4F2-634CBE046A38 Sou.uirceweIIII MAXIMETAL INC. Metalfab, LTD Oshkosh Corporation (Pierce Manufacturing) P.L. Custom Body and Equipment Co., Inc. REV Group, Inc. (E -One, Inc.) Rock River Industries, LLC Rosenbauer America, LLC (Rosenbauer South Dakota, LLC) Skeeter Brush Trucks, LLC Spencer Manufacturing, Inc. Super Vacuum Manufacturing Co., Inc. The Sutphen Corporation Toyne, Inc. Ty Parker & Son, Inc. US Fire Equipment, LLC Ward Apparatus, LLC Proposals were reviewed by the Proposal Evaluation Committee: Kim Austin, MBA, CPPB, Procurement Lead Analyst Stephanie Haataja, CPIM, Procurement Analyst Craig West, Procurement Analyst Tom Sharbonno, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: Page 3 of 5 The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that all proposal responses met the scope and mandatory submittal requirements and were evaluated. Custom Fire Apparatus, Inc., provides a wide variety of fire service vehicles including initial attack/wildland, pumpers, rescue, and mobile water supply/pumper tender firefighting apparatus. They will provide sales and service in the United States and Canada. Their price list includes many common options when customizing base model vehicles. Custom Fire Apparatus, Inc. is offering Sourcewell participating entities a solid discount off list pricing. HME, Inc., manufactures aerials, pumpers, tankers, and wildland firefighting apparatus. Their sales and dealer network are available to Sourcewell participating entities throughout the United States and Canada. Dealers are available for 24-hour emergency service and mobile repair. HME is offering a considerable discount off MSRP. Pre- pay and quantity discounts are also available. MAXIMETAL Inc. offers a product line that includes pumpers, tankers, rescues, command vehicles, and wildland firefighting apparatus. Their sales representatives and dealer network can provide sales and service to all Sourcewell participating entities in the United States and Canada. They are able to offer 24 -48-hour critical parts delivery to their customers. MAXIMETAL is offering a competitive discount off list pricing and an additional volume discount for two or more identical units on a single purchase order. Oshkosh Corporation is offering a wide variety of products including custom and commercial pumper products, aerial products, and emergency response vehicles. They will serve Sourcewell participating entities in the United States and Canada through their regional sales and service model. Oshkosh Corporation is providing a combination Page 233 of 305 DocuSign Envelope ID: 87CF01 DA-0408-4982-A4F2-634CBE046A38 Sou.uirceweIIII Page 4 of 5 of line item, percentage, multi -unit, pre -pay and progress payment discounts (as applicable) on their fire apparatus offering. P.L. Custom Body and Equipment Co., Inc., manufactures custom extreme duty rescue trucks, command centers, hazmat, and other specialty vehicles. Numerous chassis platforms are available to meet varying needs and specifications. They have a sizeable sales force and dealer network throughout the United States. P.L. Custom is a woman -owned entity (WMBE). They proposed a strong discount to Sourcewell participating entities. REV Group, Inc., is a manufacturer and service provider of fire apparatus that includes pumpers, rescues, tankers, aerials, hazmat, command vehicles, ARFF units, Spartan Chassis, and wildland fire service vehicles. Their sale representatives and robust dealer network offers sales and service to all Sourcewell participating entities in the United States and Canada. They offer leasing, trade-ins, pre -pay discounts and multiple unit discounts. REV Group offers a sizeable discount off their list pricing. Rock River Industries, LLC, is offering a full line of all -poly tankers, pumpers, tactical tenders, brush trucks, and quick attack vehicles under the Midwest Fire brand name. Midwest Fire has a sales staff able to serve participating entities in the United States and Canada through a direct sales strategy. They provide no cost training on new apparatus during the delivery process and equipment pricing reflects a considerable discount off list. Rosenbauer America LLC is a manufacturer of aerials, pumpers, tankers, rescue vehicles, wildland, ARFF, and a fully electric fire truck. Rosenbauer also manufacturers their own custom chassis, the Commander, Warrior and Avenger. Their sales force, consisting of 32 dealers in the United States and Canada, is prepared to serve Sourcewell participating entities. Rosenbauer is providing competitive discounts from MSRP. The Sutphen Corporation is a manufacturer of custom fire apparatus. Their product line includes a variety of specialty fire apparatus including industrial pumpers, heavy rescues, and hazmat units. Sutphen's offering also includes aerial devices constructed solely of aluminum which reduces weight and improves handling. Their large dealer network spans the United States and Canada. Sutphen Corporation is offering participating entities a notable discount from MSRP. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #113021 to: Custom Fire Apparatus, Inc. #113021 -CSM HME, Inc. #113021-HME MAXIMETAL Inc. #113021 -MAX Oshkosh Corporation #113021 -PMI P.L. Custom Body and Equipment Co., Inc. #113021 -PLC Rev Group (E -One, Inc.) #113021-EOI Rock River Industries #113021-RCK Rosenbauer America LLC #113021 -RSD The Sutphen Corporation #113021-SUT The preceding recommendations were approved on February 7, 2022. Page 234 of 305 DocuSign Envelope ID: 87CF01 DA-0408-4982-A4F2-634CBE046A38 Sou.uirceweIIII Page 5 of 5 DocuSigned by: IPAGSsVl 6830543C58384D1 Kim Austin, MBA, CPPB, Procurement Lead Analyst 5{DocuSigned by: � �aafa�a 755BA3F379B5409... Stephanie Haataja, CPIM, Procurement Analyst DocuSigned by: EOel4k 7F41572C858B4BA... Craig West, Procurement Analyst �',"BHEFE9146E— Tom Signed by: SIS, 46WAa Sharbonno, Procurement Analyst STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #113021 for Firefighting Apparatus and Fire Service Vehicles. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell's bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell's Procurement Policy. EDocuSigned by: y s&W�� C0FD2A139D06489... Jeremy Schwartz, CSSBB, CPPO Chief Procurement Officer Page 235 of 305 DocuSign Envelope ID: 155E525E-0447-497A-B527-220D8B9324FE �,WE iv'F q/;r) :b ell Proposal Opening Record Date of opening: November 30, 2021 Sourcewell posted Request for Proposal #113021, for the procurement of Firefighting Apparatus and Fire Service Vehicles, on the Sourcewell Procurement Portal [r.Lf..rf..N�t2„I_.so urcewe11 m......... gcay] on Tuesday, October 12, 2021, and the solicitation remained in an open status within the portal until November 30, 2021, at 4:30 pm CT. The RFP required that all proposals be submitted through the Sourcewell Procurement Portal no later than 4:30 pm CT on November 30, 2021, the date and time specified in the Solicitation Schedule. The undersigned certify that all responses received on Request for Proposal #113021 were submitted through the Sourcewell Procurement Portal, and that each Proposer's response material was digitally sealed upon submission and remained inaccessible until the due date and time specified in the Solicitation Schedule. Responses were received from the following: Acres Industries, Inc. - Submitted 11/30/21 at 12:48:29 PM Alexis Fire Equipment Company - Submitted 11/30/21 at 4:27:23 PM BME Fire Trucks, LLC - Submitted 11/30/21 at 9:37:36 AM Brindlee Mountain Fire Apparatus, LLC - Submitted 11/30/21 at 12:59:24 PM CAMIONS CARL THIBAULT, INC. - Submitted 11/21/21 at 3:03:05 PM CET Fire Pumps MFG - Submitted 11/30/21 at 3:18:40 PM Chemical Containers, Inc. - Submitted 11/22/21 at 8:59:01 AM Custom Fire Apparatus, Inc. - Submitted 11/29/21 at 4:20:32 PM Dependable Truck & Tank, Limited - Submitted 11/30/21 at 1:30:44 PM EJ Metals, LLC - Submitted 11/30/21 at 12:29:54 PM E -ONE, Inc. - Submitted 11/30/21 at 4:23:32 PM FireStopper USA MD - Submitted 11/22/21 at 11:37:18 AM Fort Garry Fire Trucks, Ltd. - Submitted 11/29/21 at 11:48:34 AM Fouts Brothers, Inc. - Submitted 11/30/21 at 10:27:18 AM Hi -Tech Emergency Vehicle Service, Inc. - Submitted 11/30/21 at 3:51:27 PM HME, Incorporated - Submitted 11/29/21 at 2:42:09 PM HUB Fire Engines & Equipment, Ltd. - Submitted 11/30/21 at 10:50:26 AM Laszlo Corporation - Submitted 11/30/21/at 12:55:22 PM Marion Body Works, Inc. - Submitted 11/23/21 at 9:03:20 AM MAXIMETAL, INC. - Submitted 11/27/21 at 8:17:02 AM Metalfab, LTD - Submitted 11/29/21 at 11:44:08 AM P.L. Custom Body and Equipment Co., Inc. - Submitted 11/29/21 at 3:15:41 PM Pierce Manufacturing - Submitted 11/30/21 at 4:18:31 PM Rock River Industries, LLC - Submitted 11/29/21 at 11:40:39 AM Rosenbauer South Dakota, LLC - Submitted 11/30/21 at 8:35:18 AM Page 236 of 305 DocuSign Envelope ID: 155E525E-0447-497A-B527-220D8B9324FE Skeeter Brush Trucks, LLC - Submitted 11/30/21 at 12:29:14 PM Spencer Manufacturing, Inc. - Submitted 11/30/21 at 2:53:05 PM Super Vacuum Manufacturing CO., Inc. - Submitted 11/30/21 at 2:46:11 PM The Sutphen Corporation - Submitted 11/30/21 at 12:43:06 PM Toyne, Inc. - Submitted 11/29/21 at 1:19:30 PM Ty Parker & Son, Inc. - Submitted 11/30/21 at 2:14:55 PM US Fire Equipment, LLC - Submitted 11/30/21 at 9:12:36 AM Ward Apparatus, LLC - Submitted 11/29/21 at 4:19:07 PM The Proposals were opened electronically, and a list of all Proposers was made publicly available in the Sourcewell Procurement Portal, on November 30, 2021, at 4:32:09 PM CT. All responsive proposals were then submitted for review by the Sourcewell Evaluation Committee. nDocuSigneedd by, YGyriCO(/OPiGfGP�L 15F6CCFFA61E4A0.- James Voelker, CPCM, CFCM, Procurement Lead Analyst DocuSigned by: -" 3a tk � 6EE63AEDED5F46E... Carol Jackson, Procurement Analyst Page 237 of 305 Pricing for contract #113021-SUT is provided at 15% off MSRP for base models and published options to Sourcewell participating agencies. Page 238 of 305 TO: DATE: January 9, 2023 Boynton Beach Fire Rescue 2080 High Ridge Road Boynton Beach, FL 33426 We hereby propose and agree to furnish the following firefighting equipment upon your acceptance of this proposal: One (1) Sutphen Monarch Custom SL75 Ladder Truck Complete and Delivered for the TotalSum of........................................................................................................ $1,392,074.43 One (1) Sutphen Monarch Custom SPH 100 Aerial Platform Complete and Delivered for TotalSum of....................................................................................................... $ 1,905,892.84 One (1) Sutphen Monarch Custom G9 Engine Pumper Complete and Delivered for the TotalSum of...................................................................................................... $ 927,280.61 "Pricing is based on Sourcewell Cooperative Purchasing Contract #113021-SUT. TOTAL FOR ALL THREE APPARATUS ........................................ $ 4,225,247.88 These units shall be manufactured completely in accordance to the following proposal. Delivery will be 21-23 months for the SL75, 29-31 months for the SPH and 41-43 months for the G9 Engine from the date of the contract signing or purchase order and subject to delays from all causes beyond our control. This proposal shall be valid for thirty (30) days. If the contract or purchase order is not received within this proposed duration, we reserve the right to extend, withdraw, or modify our proposal, including pricing, delivery times, and prepayment discounts as applicable. Respectfully submitted, Guy Lombardo Authorized Representative for J Sutphen Corporation Please Issue Purchase Order to: SUTPHEN CORPORATION 6450 Eiter an Road I Dublin, 011-143016 I 1-800-848-5860 Page 239 of 305 11.A. New Business 1/17/2023 11 City of Boynton Beach D Agenda Item Request Form Commission Meeting Date: 1/17/2023 Requested Action by Commission: Discussion for an ordinance regarding tints for paraphernalia shops, requested by Commissioner Turkin. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 240 of 305 12.A. Legal 1/17/2023 Requested Action by Commission: Proposed Resolution No. R23-012 - Approve and authorize the Mayor to sign an Agreement for the Exchange of Real Property between the City and Boynton Beach Town Center Apartments, LLC. Explanation of Request: Boynton Beach Town Center Apartments, LLC (BBTCA) is under contract to purchase real property generally located on the east side of the Town Center project site along Ocean Avenue (BBTCA Parcel). The City owns a parcel of land generally located at the intersection of Seacrest Avenue and Boynton Beach Boulevard (City Parcel). BBTCA is under contract to purchase the parcels owned by J KM entities, subject to several conditions including settlement of the lawsuit between the City and J KM, and obtaining certain development approvals from the City including, among other actions, a Development Agreement between the City and BBTCA. To facilitate its development plans, BBTCA has proposed exchanging the BBTCA Parcel for the City Parcel. This would allow BBTCA to develop a project along the length of Boynton Beach Boulevard from Seacrest to NE 1st Street. The exchange would also allow the City to seek a hotel developer for the BBTCA Parcel, which is consistent with the original vision of the Town Square Development, because the BBTCA Parcel is more attractive than the City Parcel for hotel development. The Agreement would provide for the exchange of the two (2) parcels between the City and BBTCA, with each side equally responsible for closing costs associated with the transaction, except for the document stamps, which would be paid by BBTCA. The parties have a 25 -day inspection period. The closing on the property exchange will occur simultaneously with the closing between BBTCA and J KM. If the closing between BBTCA and J KM does not occur, or the Development Agreement is not approved, then BBTCA may terminate the Agreement. Note that entering into the Agreement does not bind the City to any future approvals for the proposed development and more specifically, does not require the City to enter into the Development Agreement. Any and all approvals for BBTCA's proposed project will be accomplished through the required City staff analysis and review, and public processes and hearings. This Agreement does not mandate approval of any development applications. How will this affect city programs or services? This will not affect City programs or services. Fiscal Impact: The parcels have been appraised as follows: Page 241 of 305 Palm Beach County Callaway & Price, Inc. Property Appraiser Appraisal Value* Aucamp, Dellenback & Whitney Appraisal BBTCA Parcel $4,404,200 $2,400,000 $3,125,000 City Parcel $1,902,600 $3,300,000 $2,725,000 Page 241 of 305 The Palm Beach County Property Appraiser value is rounded to the nearest hundred dollars. However, no funds will be exchanged under the Agreement. Approval of the Agreement will enable BBTCA to proceed with its proposed project and will facilitate entry into a development agreement. The approval of a development agreement is a condition of BBTCA's closing with J KM. The closing between BCCTA and J KM is a condition of the Settlement Agreement becoming effective, pursuant to which the City will receive a settlement payment of $4,500,000, and will be compensated up to $100,000.00 for its attorney's fees and costs in defending the lawsuit filed by E21L Real Estate Holdings, LLC. The development proposed by BBTCA, if approved, is anticipated to generate additional revenue for the City. Alternatives: Not approve the Agreement, in which case the development to be proposed by BBTCA could not proceed in its current form, which could affect the Settlement Agreement with J KM becoming effective. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type girEs'E)rTIE)111 I Description RE)S akAtioin approviirg IFlroPE)irtyIExr.hairgE� , girE)E)rT1Es1[':t with &C:: TCA II.....II.....0 girE)E)rT1Es1[':t for Il.....and Il::.acr.ha 1['1gE) Wth Il:: oyir:toin BE: ,a c,h ..Yvan CEsr':tEsir Ipa irlirTIENI'ItS Page 242 of 305 I RESOLUTION R23-012 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN 5 AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY 6 BETWEEN THE CITY AND BOYNTON BEACH TOWN CENTER 7 APARTMENTS, LLC; AND PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, Boynton Beach Town Center Apartments, LLC (BBTCA) is under contract to 10 purchase real property generally located on the east side of the Town Center project site 11 along Ocean Avenue (BBTCA Parcel); and 12 WHEREAS, the City of Boynton Beach owns a parcel of land generally located at the 13 intersection of Seacrest Avenue and Boynton Beach Boulevard (City Parcel); and 14 WHEREAS, BBTCA is under contract to purchase the parcels owned by JKM entities, 15 subject to several conditions including settlement of the lawsuit between the City and JKM, 16 and obtaining certain development approvals from the City including, among other actions, 17 a Development Agreement between the City and BBTCA; and 18 WHEREAS, to facilitate its development plans, BBTCA has proposed exchanging the 19 BBTCA Parcel for the City Parcel which would allow BBTCA to develop a project along the 20 length of Boynton Beach Boulevard from Seacrest to NE 1 st Street and allow the City to seek 21 a hotel developer for the BBTCA Parcel, which is consistent with the original vision of the 22 Town Square Development; and 23 WHEREAS, the City Commission has determined that it is in the best interests of the 24 residents of the City to approve and authorize the Mayor to sign an Agreement for the 25 Exchange of Real Property between the City and Boynton Beach Town Center Apartments, 26 LLC. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 28 BOYNTON BEACH, FLORIDA, THAT: 29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 30 being true and correct and are hereby made a specific part of this Resolution upon adoption 31 hereof. 32 Section 2. The City Commission hereby approves and authorizes the Mayor to S:ACA\RESO\Agreements\Approve Property Exchange Agreement With BBTCA - Reso.Docx Page 243 of 305 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 sign an Agreement for the Exchange of Real Property between the City and Boynton Beach Town Center Apartments, LLC. A copy of the Agreement is attached hereto and incorporated herein by reference as Exhibit "A". Section 3. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this 17th day of January, 2023. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Maylee De Jesus, MPA, MMC: City Clerk (Corporate Seal) Mayor — Ty Penserga YES NO Vice Mayor —Angela Cruz Commissioner — Woodrow L. Hay Commissioner — Thomas Turkin Commissioner —Aimee Kelley VOTE Ty Penserga Mayor APPROVED AS TO FORM: Michael D. Cirullo, Jr. City Attorney S:ACA\RESO\Agreements\Approve Property Exchange Agreement With BBTCA - Reso.Docx Page 244 of 305 AGREEMENT FOR EXCHANGE OF REAL PROPERTY THIS AGREEMENT FOR EXCHANGE OF REAL PROPERTY (the "Agreement") is made and entered into as of the day of , 2023 (the "Effective Date"), by and between BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company ("BBTCA") and CITY OF BOYNTON BEACH, FLORIDA ("City"). This Agreement may refer to BBTCA or City individually as a "Party" or may refer to BBTCA and City collectively as "Parties". WITNESSETH: WHEREAS, BBTCA is under contract to acquire that certain real property and improvements thereon situate in the City of Boynton Beach, Palm Beach County, Florida, more particularly described in Exhibit "A" attached hereto (the "BBTCA Parcel"); and WHEREAS, City is the owner of that certain real property and improvements thereon situate in City of Boynton Beach, Palm Beach County, Florida, more particularly described in Exhibit "B" attached hereto (the "City Parcel'); and WHEREAS, BBTCA is under contract with JKM BTS North, LLC, JKM BTS South, LLC and JKM BTS Central, LLC (together, "JKM") to acquire certain real property located in Boynton Beach, Florida located adjacent to and near the BBTCA Parcel and the City Parcel (the "JKM Closing') simultaneous with the acquisition described herein; and WHEREAS, BBTCA is currently negotiating a separate agreement with City regarding development of, among other properties, the City Parcel and other adjacent and/or nearby parcels which BBTCA is acquiring from JKM (the "Development Agreement"). WHEREAS, contingent upon the JKM Closing, BBTCA has agreed to convey the BBTCA Parcel to City in exchange for City conveying to BBTCA the City Parcel; and NOW, THEREFORE, in consideration of Ten Dollars ($10.00) to each paid, and the mutual covenants and undertakings hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereto, each intending to be legally bound hereby, do represent, warrant, covenant and agree with each other as follows: 1. Exchange of Properties. BBTCA agrees to convey and exchange the BBTCA Parcel to City in consideration of, and in exchange for, the conveyance and exchange to BBTCA of the City Parcel. The BBTCA Parcel and the City Parcel are sometimes collectively referred to herein as the "Parcels" or each a "Parcel". 2. Proration of Property Taxes and Assessments. Where applicable, real property taxes and assessments levied upon each shall be apportioned and prorated as of the Closing Date. If the amount of taxes for the year to be prorated cannot be ascertained as of the Closing, the rates, millages, and assessed valuations for the preceding calendar year (with known changes) shall be used for purposes of making the prorations at Closing, which prorations shall be adjusted when the actual proration is known. The provisions of this Section shall survive the Closing. 100549748.1 306-9905263 1 Page 245 of 305 3. Closing Costs. General closing costs shall be shared equally by the Parties, including, but not limited to, recording costs, title insurance premiums and survey costs. Notwithstanding the foregoing, the Parties agree that BBTCA shall be solely responsible for the documentary stamps for both Parcels. The value of the two Parcels together, for the purpose of determining equivalent consideration for documentary stamp taxes and title insurance, is stipulated to be not more than a total of $6 million. Each party shall pay the expenses of their separate attorneys, environmental engineers and other due diligence consultants. Each parry shall select their own respective title insurance agent. Neither parry has dealt with any other broker or agent in connection with this transaction. Each Parry shall indemnify and hold the other Parry harmless from claims of any other broker, agent or claimant for a fee or commission related to this transaction arising by, through or under such indemnifying Parry. 4. Inspection Period. Each Parry shall have an "Inspection Period" which begins on the next business day following the date upon which this Agreement, fully executed and delivered by all Parties (the "Effective Date") and ends at 11:00 p.m. eastern time twenty-five (25) days after the Effective Date. The Parties shall have the Inspection Period within which to physically inspect the BBTCA Parcel and the City Parcel, as the case may be, to conduct their due diligence. Each Party's officers, employees, consultants, attorneys and other authorized representatives, shall have the right to reasonable access to the BBTCA Parcel and the City Parcel, respectively, and to all title information, surveys, environmental assessment reports and other information concerning the condition of such Parcels, at reasonable times during the Inspection Period for the purpose of inspecting such Parcels, taking soil and ground water samples, conducting hazardous materials and wetlands inspections, tests and assessments, and otherwise conducting its due diligence review of such Parcel(s). Each Parry hereby agrees to indemnify and hold the other Parry harmless from any damages, liabilities or claims for property damage or personal injury and mechanics or construction liens caused or created by the indemnifying Party or its agents or contractors. Each Parry shall cooperate with and assist the other Parry in making such inspections and reviews and in obtaining any governmental approvals for the exchange and contemplated uses of the Parties. Each Party shall give the other Parry any authorizations, which may be required in order to gain access to records or other information pertaining to the particular Parcel or the use thereof maintained by any third party, governmental or quasi -governmental authorities or organizations. The Parties may mutually agree to extend the Inspection Period should conditions be found that would require additional analysis. The indemnities contained in this section shall survive the Closing or sooner termination of this Agreement. 5. Termination Right. Within the Inspection Period, either Parry may, in its sole discretion, for any reason or for no reason, elect to terminate this Agreement, which election shall be made by notice to the other Parry given within the Inspection Period. If such notice is not timely given, this Agreement and all rights, duties and obligations of the Parties (including without limitation their respective obligations to close the transaction), shall, subject to the terms and conditions hereof, become fully binding and the Parties shall proceed to Closing. If either Parry timely furnishes such notice of termination to the other Parry, this Agreement shall terminate and be of no further force or effect, except those provisions hereof which shall expressly survive termination. {00549748.1306-9905263} -2- Page 246 of 305 6. Title Commitment and Survey; Permitted Exceptions. Within five (5) days after the Effective Date, each Party shall furnish to the other and to each other's counsel copies of any existing title information and surveys in its possession regarding the Parcel owned by it. Within fifteen (15) days of Effective Date, the Parties shall order, at their own expense, a title insurance commitment and current survey for each respective Parcel being acquired by that Parry. Each Parry shall have five (5) days after its receipt of both the title insurance commitment and survey for the Parcel it is acquiring within which to notify the other Party in writing of any conditions defects, encroachments or other objections to title or survey, which adversely affect marketability of title to the Parcel and are otherwise not acceptable to such Party. Any matter disclosed by such title insurance commitment (other than liens removable by the payment of money) or by such survey, which is not timely specified in such notice, shall be deemed a "Permitted Exception." Each Party shall respond within 10 days of receipt of such notice advising whether they intend to cure Each Party shall use reasonable and diligent efforts to cure all objections to title or survey by Closing. If the responding Party does not agree to cure any such qualifying defects in title, then the objecting parry may, within five (5) business days of receipt of such response, terminate the Contract by written notice to the other Parry whereupon the Parties shall have no further obligations hereunder. Otherwise, such defects objected to shall be deemed "Permitted Exceptions". Otherwise, the responding Party shall cause such defects to be cured at or prior to Closing. Notwithstanding the foregoing, mortgages, liens and other monetary encumbrances for which a liquidated amount can be ascertained shall be satisfied in full by the conveying Party at or prior to Closing. 7. Warranties, Representations and Covenants of the Parties. BBTCA represents and warrants to City as to the BBTCA Parcel, and City represents and warrants to BBTCA as to the City Parcel, respectively, as follows: (a) BBTCA is duly formed, validly existing and in good standing under the laws of its state of formation and has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by each Parry has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable against each Parry in accordance with its terms and conditions. (c) No condemnation or eminent domain proceedings are now pending or, to the best of their knowledge, threatened and such Party has received no notice from any governmental agency or authority or other potential condemnor concerning any right-of-way, utility or other taking which may affect the Parcel owned by it. (d) To the best of its knowledge, the Parcel owned by such Parry does not now contain nor has it contained any underground storage tanks, material amounts of hazardous material or landfills. Such Parry has used no hazardous material at the Parcel owned by it, nor has such Parry knowingly permitted any other person to do so. (e) Neither Party is a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, or under any comparable state statutes which are applicable to this 100549748.1306-9905263 1 -3 Page 247 of 305 transaction. At Closing, each Party will execute and deliver to the other Parry an affidavit regarding such matters. (f) To each Party's knowledge, with respect to the Parcel owned by such Parry, there are no (1) existing or pending improvement liens affecting such Parcel; (2) violations of building codes and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders or requirements affecting such Parcel; (3) existing, pending or threatened lawsuits or appeals of prior lawsuits affecting such Parcel; (4) existing, pending or threatened condemnation proceedings affecting such Parcel; (5) existing, pending or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could affect Buyer's use of such Parcel. 8. Closing. Closing shall occur simultaneous with the JKM Closing. Notwithstanding anything herein to the contrary, if (i) the JKM Closing does not occur on or before December 31, 2023 (or other date agreed to by the Parties in an executed amendment to the Agreement) for any reason whatsoever and (ii) the Development Agreement is not entered into and fully executed by City and BBTCA and released from escrow as provided in such Development Agreement on or before December 31, 2023 (or other date agreed to by the Parties in an executed amendment to the Agreement) for any reason whatsoever, then either Parry may, in its sole and absolute discretion, terminate this Agreement by written notice to the other Parry, whereupon both Parties shall be automatically released from all obligations hereunder. 9. Closing Procedures. At Closing: (a) BBTCA shall convey title to the BBTCA Parcel to City via special warranty deed free and clear of all interests, liens and encumbrances, except Permitted Exceptions. (b) City shall convey title to the City Parcel to BBTCA by special warranty deed free and clear of all interests, liens and encumbrances, except Permitted Exceptions. (c) Each Parry shall execute and deliver to the other Parry such resolutions, affidavits, certifications and other instruments reasonably requested by a Party or by the respective title insurance company to effectuate the transactions contemplated hereby. 10. Default. In the event that either Party shall fail to fully and timely perform any of its obligations hereunder prior to Closing, and such failure shall continue for ten (10) days following notice thereof in writing from the non -defaulting Parry, then the non -defaulting Party shall be entitled to any and all of the following remedies: seek and pursue specific performance of this Agreement or termination of this Agreement. In the event of a dispute between the Parties, the prevailing Parry shall be entitled to recover from the non -prevailing Party all reasonable attorney's fees, costs and expenses incurred, including such fees, costs and expenses for all pre -suit legal services, all trial, post judgment and appellate court proceedings, any arbitration, mediation, and bankruptcy court proceedings, and including legal assistant time and other costs and expenses even if not taxable as court costs. However, the amount of the City's liability under this paragraph shall not exceed the amount established in Section 768.28, Florida Statutes, regardless of whether the City's liability is subject to protection under Section 768.28. {00549748.1306-9905263} -4- Page 248 of 305 11. Risk of Loss. If, prior to Closing, either Parcel, or any part thereof, shall be condemned or transferred in lieu of condemnation or become the subject of pending or threatened condemnation proceedings, then the affected Party shall so notify the other Parry in writing, and: (a) Major Loss. If such event would (in the affected Party's reasonable opinion) materially and adversely affect the affected Party's ability to develop its Parcel as intended (the City Parcel as a multifamily community; the BBTCA Parcel as a hotel), then the affected Party shall have the option either to (x) terminate this Agreement by giving written notice to the other Party within ten (10) days after receiving notice thereof or (y) consummate the transaction contemplated by this Agreement notwithstanding such condemnation. If either Party elects to terminate this Agreement, both parties hereto shall thereafter be released from all further obligations each to the other hereunder except the Parties shall not be released from those obligations which survive the termination of this Agreement. If the affected Parry elects to consummate the transaction contemplated by this Agreement, then the Affected Party shall be entitled to (and the other Party shall assign to the affected Party all of the other Party's interest in, of and to) condemnation payments, awards and settlements. In the event the affected Parry fails to notify Seller of its election of either Paragraph 11(a)(x) or Paragraph 11(a)(y) within the appropriate time period set forth above, then Buyer shall be conclusively deemed to have elected Paragraph 11(a)(y). 12. Assignment; Successors and Assigns. This Agreement is personal to the Parties and not assignable by either without the consent of the other; provided, however, that BBTCA may assign this contract to its affiliate upon 20 days notice to the City. 13. Applicable Law and Venue. This Agreement is to be construed and enforced according to the laws of the State of Florida. Venue shall be in Palm Beach County, Florida. 14. Notices. All notices herein required shall be in writing. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand -delivered personally or sent by express mail or courier service or by email or by fax to the addresses set forth below: As to BBTCA: c/o Time Equities, Inc. 55 Fifth Avenue 15th Floor New York, NY 10003 ATTN: Robert Singer, Director of Development Melinda Rubenstein, Esq., General Counsel rsin erQimeequities.com mrubenstein(_ timeeduities.com With a copy to: Greenspoon Marder LLP 200 E. Broward Blvd., Suite 1800 Fort Lauderdale, FL 33301 ATTN: Mark J. Lynn, Esq. marlc.lynn(mlaw.com {00549748.1306-9905263} -5- Page 249 of 305 As to the City: City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 ATTN: Dan Dugger, City Manager With a copy to: Michael Cirullo, Jr. Goren Cherof Doody and Ezrol, PA 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, FL 33308 MCirulloL& gorencherof.com Kathryn Rossmell Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 krossmell(&- Ilw-law.com Any notice or demand to be given hereunder shall be deemed sufficiently given for all purposes hereunder (1) at the time such notices or demands are hand -delivered, or (2) upon receipt or refusal of delivery if sent by reputable overnight courier service or (3) upon sending by email provided the sending does not receive a message signaling an error in delivery. Any Party hereto may change its address by notice in writing to the other parties in the manner herein provided. Counsel for either Party may provide notices for their respective clients. 15. Time. Time is of the essence of this Agreement, provided that if any date upon which some action, notice or response is required of any party hereunder occurs on a weekend or national holiday, such action, notice or response shall not be required until the next succeeding business day. 16. Entire Agreement. This Agreement contains all of the agreements, representations, and warranties of the parties hereto and supersedes all other discussions, understandings or agreements in respect to the subject matter hereof. 17. Construction. This Agreement shall not be construed more strictly against either party by virtue of the preparation of this Agreement. This Agreement may be executed in counterparts, each of which shall be an original and both of which shall constitute one and the same agreement. This Agreement may be signed electronically or by e-mail. 18. AS IS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS, IT IS UNDERSTOOD AND AGREED THAT EACH PARTY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, VALUE, OPERATING HISTORY, OR ANY 100549748.1306-9905263 1 -6 Page 250 of 305 OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EACH PARTY AGREES THAT WITH RESPECT TO THE PROPERTY SUCH PARTY IS ACQUIRING AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SUCH PARTY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF THE CONVEYING PARTY, ITS AGENTS OR EMPLOYEES. EACH PARTY REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT SUCH PARTY IS IS RELYING SOLELY ON ITS OWN EXPERIENCE AND ITS OWN CONSULTANTS, AND EACH PARTY, AS OF THE INSPECTION COMPLETION DATE, SHALL HAVE CONDUCTED SUCH INVESTIGATIONS AND INSPECTIONS OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, PHYSICAL AND ENVIRONMENTAL CONDITIONS, AND SHALL RELY UPON SAME, AND UPON CLOSING, SHALL ASSUME THE RISK OF ALL ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS WHICH MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. EACH PARTY ACKNOWLEDGES AND AGREES THAT UPON CLOSING, THE CONVEYING PARTY SHALL SELL AND CONVEY TO THE ACQUIRING PARTY AND THE ACQUIRING PARTY SHALL PURCHASE AND ACCEPT FROM THE CONVEYING PARTY THE PROPERTY "AS IS" AND "WHERE IS" WITH ALL FAULTS AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES, REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING. [Remainder ofpage intentionally left blank - signatures appear on the following page] {00549748.1306-9905263} -/- Page 251 of 305 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company Print Name: Title: Date: "CITY" CITY OF BOYNTON BEACH By: Print Name: Title: Date: {00549748.1306-9905263} Page 252 of 305 {00549748.1306-9905263} Exhibit "A" (Legal Description of BBTCA Parcel) in Page 253 of 305 {00549748.1306-9905263} Exhibit "B" (Legal Description of City Parcel) -10- Page 254 of 305 13.A. Future Agenda Items 1/17/2023 Requested Action by Commission: Continue discussion on adding a new sister city based on recommendations from Boynton Sister Cities. - February 7, 2023 Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 255 of 305 13. B. Future Agenda Items 1/17/2023 Requested Action by Commission: Continued discussion regarding a potential park in Leisureville and creating a Restrictive Covenant on this parcel, requested by Vice Mayor Cruz. - February 21, 2023. Explanation of Request: How will this affect city programs or services? Fiscal Impact: There is no fiscal impact to the budget, for this item. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 256 of 305 13.C. Future Agenda Items 1/17/2023 Requested Action by Commission: Discussion regarding American Rescue Plan Funds, requested by Mayor Penserga - February 2023 Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 257 of 305 Requested Action by Commission: Consider revised local rules for approval. -TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: 13.D. Future Agenda Items 1/17/2023 Page 258 of 305 13. E. Future Agenda Items 1/17/2023 Requested Action by Commission: Discussion regarding installing a coral reef at Oceanfront Park, requested by Commissioner Turkin - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 259 of 305 13. F. Future Agenda Items 1/17/2023 Requested Action by Commission: Review Advisory Board Ordinance, requested by Commissioner Kelley. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 260 of 305 13.G. Future Agenda Items 1/17/2023 Requested Action by Commission: Discussion regarding future cemetery lots in Boynton Beach, requested by Commissioner Hay -TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 261 of 305 13. H. Future Agenda Items 1/17/2023 Requested Action by Commission: Approval of Variance (ZNCV 23-002) of Part 111, Chapter 4, Article 11, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall.- Tabled until February 21, 2023 Explanation of Request: The applicant is requesting approval to provide a landscape buffer that varies from a minimum width of five (5) feet to a maximum width of eight (8) feet along the east property line in lieu of the required twelve (12) foot landscape buffer required by code, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Within this reduced buffer, the applicant proposes a number of silver buttonwood canopy trees and sabal palm trees in excess of the code requirement with frog fruit groundcover. The first floor of the parking garage's east facade is pulled back approximately 6' 6" to provide landscaping consisting of a continuous red tip cocoplum shrub with frog fruit groundcover underneath the 2nd floor building overhang. The upper floors of the parking garage are proposed to extend over this landscaped area and will be supported by columns placed within the required twelve (12) foot wide landscape buffer. Staff has determined that there are possible design solutions that would eliminate the need for the requested relief and recommends DENIAL of the request. The Planning & Development Board recommended APPROVAL of this request during the November 29th, 2022 meeting. How will this affect city programs or services? N/A Fiscal Impact: N/A Alternatives: Approval of Variance (ZNCV 23-002) subject to the recommended Conditions of Approval - Exhibit D. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Page 262 of 305 Attachments: Type D Staff IRE)port D Exhibit D Exhibit D Exhibit D Coindboins of Appirov,-,.ill D AttachirTIENI'lt D AttacNrTIENI'lt Description Staff IRE)port Exhibit A I ocaboin IMa p Exhibit IB JUIStificaboin StatE)irTIENI'lt Exhibit C PrOOICt IRIairs Exhibit ID Coindboins of Appirov,-,.Ill Appicaint Flir'E)SENI'Itaboin Staff Flir'E)SE)intaboin Page 263 of 305 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 23-002 STAFF REPORT To: Chair and Members, Planning and Development Board Thru: Amanda B. Radigan, AICP Planning and Zoning Director From: Craig Pinder, Planner II Date: November 29, 2022 Project: The Pierce — 101 N Federal Highway Variance (ZNCV 23-002) Requests: Relief from Part III, Chapter 4, Article II, Section 4.B.3.c— Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. BACKGROUND The subject property is an assemblage of parcels totaling approximately 3.01 acres generally located south of E Boynton Beach Boulevard, north of E Ocean Avenue, west of N Federal Highway, and east of NE 4th Street within the Downtown Transit Oriented Development District and Urban Commercial District Overlay. Proposed on this assemblage of parcels is "The Pierce", a planned mixed-use development currently under review for several concurrent applications, including a New Master Plan, New Site Plan, Rezoning, and three (3) Abandonments. The development proposal includes 301 dwelling units, approximately 17,556 square feet of commercial space (restaurants, retail, and offices), private and public open spaces including public plazas, and an eight (8) floor freestanding parking garage approximately 74' 6" in height (Exhibit C — Project Plans — Elevations — Parking Garage). Pursuant to Part III, Chapter 4, Article II, Section 4.3.c, the project is required to provide an Urban Landscape Buffer (Type 2) along the east side of the freestanding parking garage, which includes a minimum twelve (12) foot wide landscape buffer, comprised of trees, hedges, shrubs, and a six (6) foot tall masonry wall. The landscape buffer is intended to provide adequate buffering between the proposed freestanding parking garage and 209 N Federal Highway, known as The Boardwalk Italian Ice & Creamery, a one-story building approximately 8'-6" in height. PROPOSAL The applicant proposes to provide a landscape buffer that varies from a minimum width of five (5) feet to a maximum width of eight (8) feet along the east property line in lieu of the required twelve Page 264 of 305 (12) foot landscape buffer required by code. Within this reduced buffer, the applicant proposes a number of silver buttonwood canopy trees and sabal palm trees in excess of the code requirement with frog fruit groundcover. The first floor of the parking garage's east fagade is pulled back approximately 6' 6" to provide landscaping consisting of a continuous red tip cocoplum shrub with frog fruit groundcover underneath the 2nd floor building overhang. The upper floors of the parking garage are proposed to extend over this landscaped area and will be supported by columns placed within the required twelve (12) foot wide landscape buffer. ANALYSIS The City Commission has the authority and duty to authorize upon appeal such variance from the terms of a city ordinance as will not be contrary to the public interest when, owing to special conditions, a literal enforcement of the provisions of the city ordinance would result in unnecessary and undue hardship. In order to authorize any variance from the terms of an ordinance, the applicant must demonstrate that the request meets the following criteria (a -g). The applicant's justification and response to these criteria is attached (see Exhibit B - Justification Statement). a. That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. There are no existing special conditions or circumstances which are peculiar to the land or structure, as the proposed development will be newly -constructed upon an assemblage of parcels that share similar characteristics and challenges of comparable parcels located elsewhere within the downtown. The proposed parking garage has been designed to meet the minimum dimensional standards for parking structures, however, the garage is proposed to encroach up to seven (7) feet into the required twelve (12) foot wide landscape buffer. The applicant states that locating the parking garage on the assemblage of parcels between E Ocean Avenue and NE 1St Avenue with the mixed-use building would eliminate and/or negatively impact the commercial uses and outdoor public spaces proposed along the Ocean Avenue and NE 4th Street corridors. Additionally, pedestrian circulation, courtyards, and private outdoor amenities for the future residents would also be impacted. The proposed central location assists in maintaining pedestrian connectivity between the proposed restaurant to the north end of the site and the proposed commercial uses to the south end of the site, promotes activation of E Ocean Avenue and NE 4th Street, and assists with effectively concealing the loading dock and back of house functions for the mixed-use building. b. That the special conditions and circumstances do not result from the actions of the applicant. The request for a reduction in the width of the required landscape buffer from twelve (12) feet to seven (7) feet and the elimination of the requirement to provide a six (6) foot masonry wall is the direct result of the proposed footprint of the parking garage. Staff notes that there are possible design solutions that would eliminate the need for the requested relief. However, as noted in the response to criteria `a' above, the applicant reduced the footprint of the parking garage to be designed as small as possible while maintaining the necessary Page 265 of 305 dimensional standards required for parking structures, including minimum drive aisle widths and parking stall dimensions, and provides the minimum number of parking spaces required for the proposed site plan. In addition, the applicant proposes to pull back the exterior wall approximately six and one-half feet (65) on the ground floor to provide landscaping underneath the building overhang. The applicant also states that additional trees would be provided above the code requirement in an effort to minimize the impact of the reduced landscape buffer. c. That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. As described in response to criteria "a", the parking garage is proposed on an assemblage of parcels that share similar challenges and characteristics of comparable parcels located elsewhere within the downtown. Granting the variance requested can be interpreted as granting a special privilege. The applicant states that the proposed location of the parking garage will allow for a mix of commercial and residential uses to front the main thoroughfares (N Federal Highway, E Ocean Avenue, and NE 4th Street), maximize pedestrian connectivity, optimize open space amenities (including public plazas and private residential amenities), and create an interconnected development that ties the residential building, parking garage, and the commercial spaces together. In addition, as mentioned above, the parking garage is designed to be as small as possible while meeting all dimensional standards and minimum parking requirements. d. That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. Literal interpretation of the provisions of the ordinance would not deprive the applicant of rights or cause undue hardship. However, the applicant states that the proposed size and location of the parking garage was determined to be the most suitable area for the development to activate the main thoroughfares with commercial spaces of sufficient size to attract desirable tenants and to provide dwelling units to support the commercial uses. Per the applicant's justification, the proposed project would not be developable without the approval of this variance as it would not be possible to fit the proposed garage on the site. e. That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. As previously mentioned, the applicant has requested a variance of seven (7) feet from the required twelve (12) foot landscape buffer and elimination of the required six (6) foot tall masonry wall, which is the minimum required to construct the parking garage. Per the applicant's proposal, the provided landscape buffer will be fully landscaped with a combination of trees, shrubs, and groundcover identified earlier in this report. As noted in the applicant's justification, the inclusion of the six (6) foot tall masonry wall would result in concealed areas that can create public safety concerns on the east side of the parking garage. As such, providing relief for the wall is necessary to maintain a safe environment. Page 266 of 305 f. That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. Granting the variance would still allow the intent of the ordinance to be maintained. Landscape buffers are generally intended to reduce the visual impact of the difference in development intensity and building height, provide distance between neighboring properties to mitigate noise and odors, increase the durability of landscape material in order to withstand environmental hazards, and improve the aesthetic appearance of developments through landscaping that helps to enhance the natural and built environment. As noted above, the applicant proposes to provide additional trees to exceed the minimum code requirement, and will provide groundcover in addition to the row of continuous shrubs required by code. CONCLUSIONS / RECOMMENDATION Staff recommends DENIAL of this variance request, based on the following justification: 1. The parking garage and development will be newly constructed, which provides the applicant the ability to reduce the overall size and intensity of the development where necessary which in turn reduces the number of required parking spaces and overall size of the parking garage, which would allow the provision for an adequate landscape buffer. Staff notes that there are possible design solutions that would eliminate the need for the requested relief. 2. That the special conditions and circumstances as described in this report are not peculiar to the land, structure, or building involved, and are applicable to other lands, structures or buildings in the same zoning district. 3. That granting the variance can confer a special privilege that would be denied to other lands, buildings, or structures located within the same zoning district. Should the Planning & Development Board or City Commission choose to approve the project, staff recommends the following condition(s) of approval: 1. The east fagade of the parking garage should incorporate a green wall treatment to further reduce the visual impact of the proposed building. 2. Provide enhanced pedestrian connectivity through the garage to ensure the safe flow of pedestrians throughout the site. Any additional conditions of approval added by the Planning & Development Board or the City Commission will be placed in Exhibit "D" — Conditions of Approval. Page 267 of 305 S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\Staff Reports\ZNCV 23-002\Staff Report.docx Page 268 of 305 EXHIBIT "A" - LOCATION MAP Page 269 of 305 C° X Ih...0 � [ 3� �. J U S U � II: � CA U � 0 [ S U EE M EE [ ..0 Project Narrative- The Pierce, Variance This application for Variance is submitted on behalf of BB QOZ, LLC (the "Applicant") for the project known as The Pierce. The Pierce is a planned 301 -unit apartment building in East Boynton Beach with state-of-the-art amenities, secure parking, interactive public spaces, restaurant, retail and office use, and public parking. Pursuant to Section 2.1) of the Boynton Beach, FL Code of Ordinances, Part III Land Development Regulations (the "Land Development Regulations") Chapter 2, Article 11, this application would seek approval to allow for a reduction in the landscape buffer on the east side of the parking garage that would otherwise be required by Section 4 of Part II, Chapter 4, Article II of the Land Development Regulations. This location requires an Urban Landscape Buffer (Type 2), which would require a minimum buffer width of twelve (12) feet. In addition, it would require a six (6) foot masonry buffer wall. The variance request is for a reduction in buffer and elimination of the masonry wall. The proposed site plan, enclosed with this submittal, would provide a minimum of five (5) feet of landscape buffer, with some areas providing up to eight (8) feet. Additional landscaping will be provided adjacent to the landscape buffer under the building overhang. When added together, the landscape buffer and adjacent additional landscaping under the overhang will add up to a minimum of twelve (12) feet with some areas adding up to almost fifteen (15) feet. The five (5) to eight (8) feet of buffer, in conjunction with the additional landscaping under the building overhang, will sufficiently buffer the east facade of the garage to meet the intent of the code. The additional landscaping utilizes the same requirements of the Urban Landscape Buffer (Type 2). The overhang is at thirteen (13) feet above grade, which will provide for sufficient sunlight for the landscaping. Although not counted towards the buffer calculation, this additional landscaping will contribute to the buffering as intended by the code. The proposed landscape buffer composition reflects an increase above the landscape zoning requirements with four (4) foot red tip cocoplum hedges, silver buttonwood trees and sabal palm trees alternating that are spaced at smaller intervals than code (7'-6" as compared to 20' per code), and approximately eight (8) feet of frogfruit groundcover. With a site of this configuration, the design team was challenged to find a suitable location for the garage that would reduce to the maximum extent possible the impact on pedestrian activity and access to the project site. With a "four-sided" site of pedestrian activation, the design team reviewed many configuration options, but the proposed location was found to be the only suitable location. This is the only location where the garage will not negatively impact pedestrian connectivity and where loading and back of house activities are best removed from the pedestrian realm. It is the only location that will allow for garage entry and exit outside of the active areas that pedestrians will frequent, namely the Ocean Avenue and 4' Street retail areas. Centering the garage in the middle of the site would all but eliminate the public plaza spaces and public seating areas for restaurants. In addition to maximizing these areas, the proposed location also avoids the appearance of a "superblock" monolithic structure which would feel out of scale with the context. With its proposed placement and configuration, the multifamily building is allowed to have courtyard areas for public and private enjoyment as well as active retail spaces at the most desirable locations on the site (which are likely to succeed and not become vacant unrentable space). The garage also has a proposed Page 270 of 305 The Pierce- Variance P i & c 12 connection bridge on every floor to the multi -family building. This creates an inviting drop off entry experience for residents and the public and allows for almost complete concealment of the necessary refuse areas and loading docks. Additionally, the garage location and the placement of elevators allows for easy public access to the proposed Hurricane Alley restaurant along Boynton Beach Boulevard. The garage size is the smallest it can be to serve the development in terms of size, parking space count, and height. When the design team explored other options, they would have not only created very tall monolithic streetwalls along 4th Street and Ocean Avenue, but also would have eliminated the inviting drop off area as currently shown on the plans. Under the Land Development Regulations, a Variance is intended to provide an efficient relief process to allow for deviations from certain requirements and standards of Chapter 3 and Chapter 4 of the Land Development Regulations. The intent is to allow for a departure from the Code upon demonstrations that the subject request satisfactorily addresses the review criteria contained herein, and without the necessity of amending the regulation or rezoning the property to accommodate the requested relief. The City Commission has the authority and duty to authorize, upon appeal, such a variance from the terms of a city ordinance as will not be contrary to the public interest when, owing to special conditions, a literal enforcement of the provisions of the ordinance would result in unnecessary and undue hardship. Applicability Applicant requests a deviation from a quantifiable standard, measure or regulation. In addition, there is no other relief process available and no nonconforming use of neighboring lands, structures, or buildings in other zoning districts is offered as consideration for grounds for the authorization of the variance. Accordingly, the variance process shall be available to Applicant. Review Criteria The application meets the review criteria specified in Section 4 of Chapter 2, Article II as follows: a. Special conditions and circumstances exist which are peculiar to the land, structure or building involved, and which are not applicable to other lands, structures or buildings in the same zoning district. Given the configuration of the site as well as the "four-sided" pedestrian activation, the proposed location for the garage is the only suitable location that would avoid negative impacts on pedestrian activity and access. The central location of the garage within the project helps evenly disburse people to the various uses within the project. Without the parking garage in this location, the site would have pedestrian connectivity issues and the development would struggle to activate Ocean Avenue, Federal Highway, and Boynton Beach Boulevard. In addition, the specifics of the land are such that the proposed location is necessary to provide for the proposed public and private courtyard areas as well as to maximize retail uses in the most desirable locations. It is also necessary to allow for the proposed connection bridge on every floor of the garage to the multi -family building, which both contributes to an inviting drop off entry experience and allows for maximum concealment of the refuse and loading dock areas. The garage was designed to be as small as possible, but the conditions and circumstances are such that the variance is required. It is the only option available for the site that promotes pedestrian activation, retail Page 271 of 305 The Pierce- Variance P �i g c 13 activity, courtyard areas, an inviting drop off area, and easy public access to the proposed Hurricane Alley restaurant along Boynton Beach Boulevard. b. Special conditions and circumstances do not result from the actions of Applicant. As described above, the conditions and circumstances of the site are such that the variance is necessary to locate the garage in the proposed location, which is the only possible location to provide the desired pedestrian circulation, courtyard areas, retail uses, and connectivity. The feasibility of the project depends upon incorporating the multi -family building, commercial space, and a garage with sufficient parking capacity into the site. Attracting the best possible tenants and generating the revenue needed to support the project require locating the commercial uses on the main thoroughfares, which then requires the parking garage to be in this location. The variance is necessary to avoid hardship to the Applicant due to conditions of the site beyond Applicant's control. In addition to the required location of the garage as described above, providing the masonry wall as specified in the code would have the effect at this location of creating concealed areas that would create public safety concerns. With the landscaping, although the buffer itself would be under the code minimum through the grant of a variance, additional landscaping will be provided under the building overhang and additional trees will be provided as well. Although the variance is necessary, Applicant has made every effort to minimize the impact. c. Granting the variance will not confer on Applicant any special privilege that is denied by this section to other lands, structures or buildings in the same zoning district. As described above, this is the only location possible for the garage given the site considerations. The project meets code as to other requirements and provides sufficient open space as an overall development. The location of the garage is necessary to promote commercial uses and maximize pedestrian connectivity. There will be a striped walkway within the garage to the main entrance of the multi -family development connecting sidewalks to Federal Highway. Additionally, a public elevator will be located in the northwest corner closest to Hurricane Alley and the 4' Street retail uses. The overall impact of the variance will be to promote the type of development that is contemplated for the zoning district. The garage location, which requires this variance, will allow for a mix of commercial and residential uses, an optimal pedestrian environment, and well -located courtyard spaces, in tune with the intent of the zoning district. It will create an interconnected development that ties the residential building, the parking garage, and the commercial spaces together. d. Literal interpretations of the provisions of the ordinance would deprive Applicant of rights commonly enjoyed by other properties in the zoning district under the terms of the ordinance and would work unnecessary and undue hardship on Applicant. Applicant could not develop the proposed project without this variance as it would not be possible to fit the proposed garage on the site without this variance. e. The variance granted is the minimum variance that will make possible reasonable use of the land, structure or building. The variance is required for the placement of the garage in the only location that will allow for the residential and commercial uses to be located on the main thoroughfares. The drive lanes and parking space widths are the smallest allowed by code; accordingly, the garage cannot be reduced in size while still providing the minimum parking necessary to support the development. In some areas, the reduction in buffer is only four (4) feet, and this is not including the additional landscaping to be provided adjacent to the landscape buffer. The reduction from the code minimum of twelve (12) feet is minimized as much as possible. Wherever possible, up to eight (8) feet of landscaping is provided, plus the non -buffer landscaping under the overhang. At this location, a masonry wall would result in Page 272 of 305 The Pierce- Variance P i & c 14 concealed areas that create public safety concerns, so that aspect of the variance related to the wall requirement is the minimum required as well. No other location for the garage is possible if the pedestrian connectivity and promotion of optimum retail locations are to be maintained. Given the specifics of the site, this is the only suitable location for the garage, and the variance is the minimum that would make the development possible. f. Granting of the variance will be in harmony with the general intent and purpose of this chapter and such variance will not be injurious to the area involved or be otherwise detrimental to the public welfare. The location of the garage will allow for better pedestrian connectivity and a greater activation of the thoroughfares. The building is pulled back at the ground floor on the east facade. This area underneath the second floor of the building will have in -ground landscaping in addition to the landscaping that is part of the measured landscape buffer. The project team feels that this solution endeavors to meet the design intent of the Urban Landscape Buffer (Type 2) code requirement. The project will meet the intent of the code and contribute to the neighborhood and the City of Boynton Beach. Page 273 of 305 Xll flll:rll 11 C :lR0JlI::C 11 11:111 A114S I 4 PARKING GARAGE - NORTH ills -1I BU I DING ELEVATION -PARKING GARAGE -EAST -PRESENTATION GARAGE -EAST 3 PARKING GARAGE All", 14,11 —44 i—kk -E-t ... . . ... .. ........... ........... k, oti AAFFILIATED ,@,"RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE 0 H 1-1 0 �02 ELEVATIONS- LEVATIONS- ....., 0 —PARKINGGARAGE — Jite Plan / Location Map /Northwest Gorvler - Landscape Plan 7—".77 scan IN FEET O' 16' 32' 48' :4 AFFILIATED ©RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE ARCHITECTURAL SITE PLAN & SITE DATA 3 SPA HURRICANE ALLEY MEZZANINE I'll -, 2 SPA OCEAN EATERY ROOFTOP PLAN 2 I'll -, .� SPA LEVEL 02-07 1116-11 AFFILIATED ©RINKA+ 0 Revisions PRE -APPLICATION C ITY COORDINATION MEETING THE PIERCE ,o, �,EOEAA��wr eovxrox er�cx,4�ms 2ND -7TH FLOOR PLAN EXHIBIT "D" Conditions of Approval Project Name: The Pierce — 101 N Federal Hwy File number: ZNCV 23-002 Reference: DEPARTMENTS INCLUDE REJECT PLANNING AND ZONING Comments: 1. The east fagade of the parking garage should incorporate a green X wall treatment to further reduce the visual impact of the proposed building. 2. Provide enhanced pedestrian connectivity to ensure the safe flow X of pedestrians throughout the site. PLANNING & DEVELOPMENT BOARD CONDITIONS 1. Replace the proposed Sabal Palmetto palm trees with tree species X of an appropriate size. 2. Provide a green wall treatment on the east fagade of the parking garage. CITY COMMISSION CONDITIONS Comments: None ADDITIONAL REPRESENTATION / COMMITMENTS 3. The applicant or applicant's representatives made the following representations and commitments during the quasi-judicial and/or public hearings that now constitute binding obligations of the applicant. The obligations have the same weight as other conditions of approval. S:\Planning\SHARED\WP\PROJECTS\The Pierce - 101 N Federal (fka 115 N Federal Hwy)\Staff Reports\ZNCV 23-002\Exhibit D - Conditions of Approval.doc Page 278 of 305 LLJERCE P � Page 279 of 305 Page 280 of 305 Page 281 of 305 Development Details The Pierce will be a mixed-use development featuring an eight -story multifamily building containing approximately 301 residential units, with a public/private parking structure giving residents access to each floor through a common corridor. The total development project will consist of over 16,800 SF of multi- faceted commercial, retail, office, and restaurant space. The Pierce is a transit -oriented development with mixed -income workforce housing apartments. The mixed -income approach fosters a healthy, diverse urban environment, providing a luxury living experience at an attainable rate. The Pierce will offer a distinctive and preeminent living option to the East Boynton Beach neighborhood, one that embraces the unique personality of the area. AF.EFI�IAT_ED 100-� D E V E L O P M N T ■ -301 residential units ■ Approximately 17,000 SF of Multi -faceted Commercial Space ■ 3 on-site Restaurants with frontage on main thoroughfares ■ NEWLY located Hurricane Alley Restaurant ■ 5,100 SF of Office/Retail Space ■ Seamless connection with Dewey Park ■ Enhanced Pedestrian Experience ■ City Bike Share Area ■ Secure Public/Private Garage ■ Gated access to resident parking area ■ EV Charging Stations ■ NGBS Certified Buildings ■ Co -"Werk" Lounge ■ State of the art Fitness Facility ■ Parcel Delivery Room ■ Resident Bike Storage ■ Gated Off -Leash Dog Park ■ Rooftop Clubroom ■ Resort Style Pool ■ Private Cabanas ■ BBQ Area ■ Private Pickleball Court & Outdoor Fitness Area ■ -579 spaces ■ 72' to top deck in height ■ 8 levels of public/private parking ■ Metal mesh material on portion of garage to feature art piece ■ Concealed ramp ■ Motorcycle parking Page 283 of 305 Page 284 of 305 Page 285 of 305 Page 286 of 305 Page 287 of 305 Criteria a) That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. b) That the special conditions and circumstances do not result from the actions of the applicant. c) That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. d) That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. e) That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. f) That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. 100D EVE L AFF_I_PL.IAT_E_D NT 'PIERCE -1%.OME Page 289 of 305 Page 290 of 305 1. Zoning Code Variance (ZNCV 23-002) Relief from Part III, Chapter 4, Article 11, Section 4.B.3.c — Urban Landscape Buffer (Type 2), to grant a variance of seven (7) feet from the required twelve (12) foot buffer, to allow for a five (5) foot wide landscape buffer, and the elimination of the requirement to provide a six (6) foot tall masonry wall. Page 291 of 305 The Pierce is under review for several concurrent application requests including: ❑ Major Master Plan ❑ Major Site Plan ❑ Rezoning ❑ Three (3) Abandonments ❑ Relief Applications: ■ Community Design Appeal Application for the North Elevation of the Parking Garage; ■ Community Design Appeal Application for the West Elevation of the Parking Garage; ■ Community Design Appeal Application for the South Elevation of the Parking Garage; ■ Community Design Appeal Application for the East Elevation of the Parking Garage; ■ Variance Application for relief from the Urban Landscape Buffer Type 2 requirements. Page 292 of 305 Proposal includes: ❑ An eight (8) floor mixed-use building with: ■ Approximately 17,500 SF of commercial space (restaurants, office, and retail) ■ 301 dwelling units including workforce housing ■ A freestanding parking garage ■ Private and public open spaces Freestanding Parking Garage Details: A total of eight (8) floors of parking Approximately 74'6" in height 567 parking spaces provided within the garage, 585 total on-site As proposed, project requires a total of 569 parking spaces Page 293 of 305 Page 294 of 305 Page 295 of 305 ❑ Part III, Chapter 4, Article II, Section 4.3.c requires an Urban Landscape Buffer (Type 2) along the east side of the parking garage. 12'— 15' in width ■ Include a 6' tall masonry wall Page 296 of 305 Page 297 of 305 Landscape buffer required I I Reduced landscape buffer proposed within this approximate area I within this approximate area Page 298 of 305 .... . . . . . . ...... . -77 77-7 . ..... .. 11 7 To u n 9 t IA L ly . . ..... .. . .... Page 299 of 305 Page 300 of 305 a uLo wavAuaw - PARKING GARaA5r - Pwsr rariaN _ _aIWkF _k ......... p Page 301 of 305 ❑ That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. ❑ That the special conditions and circumstances do not result from the actions of the applicant. ❑ That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. ❑ That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. ❑ That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. ❑ That the granting of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare. Page 302 of 305 Staff has reviewed this request for a Variance and recommends DENIAL based on the following justification: The parking garage and development will be newly constructed, which provides the applicant the ability to reduce the overall size and intensity of the development where necessary which in turn reduces the number of required parking spaces and overall size of the parking garage, which would allow the provision for an adequate landscape buffer. 2. That the special conditions and circumstances as described in this report are not peculiar to the land, structure, or building involved, and are applicable to other lands, structures or buildings in the same zoning district. 3. That granting the variance can confer a special privilege that would be denied to other lands, buildings, or structures located within the same zoning district. Page 303 of 305 Should the City Commission choose to approve the project, staff recommends the following condition(s) of approval: ■ The east fagade of the parking garage should incorporate a green wall treatment to further reduce the visual impact of the proposed building. Provide enhanced pedestrian connectivity to ensure the safe flow of pedestrians throughout the site. Page 304 of 305 The project was APPROVED by the Planning & Development Board with the following conditions: ■ Provide a green wall treatment on the east fagade of the parking garage. Replace the proposed Sabal Palmetto palm trees with tree species of an appropriate size. Page 305 of 305