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HomeMy WebLinkAbout02/09/2021LOR'W A BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY FLORIDA COMMISSION AGENDA TUESDAY, FEBRUARY 9, 2021 - 9:00 AM Commission Chambers Indian River County Administration Complex 180127th Street, Building A Vero Beach, Florida, 32960-3388 www.iregov.com COUNTY COMMISSIONERS Chairman, Joseph E. Flescher, District 2 Jason E. Brown, County Administrator Vice Chairman, Peter D. O'Bryan, District 4 Dylan Reingold, County Attorney Commissioner Susan Adams, District 1 Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller Commissioner Joseph H. Earman, District 3 Commissioner Laura Moss, District 5 This meeting can be attended virtually via Zoom. Instructions can be found at the end of this agenda and also online at www.ircgov.com. 1. CALL TO ORDER 2.A. A MOMENT OF SILENT REFLECTION FOR FIRST RESPONDERS AND MEMBERS OF THE ARMED FORCES 2.B. INVOCATION Reverend C. Michael York, First Presbyterian 3. PLEDGE OF ALLEGIANCE Chairman Joseph E. Flescher 4. ADDITIONS/DELETIONS TO THE AGENDA / EMERGENCY ITEMS 5. PROCLAMATIONS and PRESENTATIONS 5.A. Presentation of Proclamation Honoring William "Billy" Wilson, III Attachments: Proclamation 6. APPROVAL OF MINUTES 6.A. Regular Meeting of December 1, 2020 6.B. Regular Meeting of December 8, 2020 February 9, 2021 Page 1 of 5 7. INFORMATION ITEMS FROM STAFF OR COMMISSIONERS NOT REQUIRING BOARD ACTION 7.A. Proclamation Honoring William Russell Graves on His Retirement From Indian River County Board of County Commissioners Department of Emergency Services Fire Rescue Division with Thirty -One Years of Service Attachments: Proclamation 7.B. Health Department Annual Contract Amendments to include CARES Act Second Amendment Attachments: Staff Report Health Department Annual Contract Amendments 7.C. Appointment of Alternate Member to the Indian River Lagoon National Estuary Program Board of Directors Attachments: Commissioner Memorandum 8. CONSENT AGENDA 8.A. Request of Ownership Change from Falck Southeast II, Corp d/b/a All County Ambulance for Present Class "E" and Class "B" Certificate of Public Convenience and Necessity Attachments: Staff Report COPCN Application 8.B. Request of Ownership Change from Falck Southeast II, Corp d/b/a American Ambulance Service for Present Class "E" and Class "B" Certificate of Public Convenience and Necessity Attachments: Staff Report COPCN Application 8.C. Final Ranking of Firms and Authorization to Negotiate - Wabasso Scrub Area Conservation Area Boardwalk (RFP 2021001) Attachments: Staff Report 8.D. Award of Bid Number 2021007 - Kroegel Homestead Improvements Attachments: Staff Report Sample Agreement 8.E. Notice of Grant Award from the Florida Blue Foundation - Park -Based Activities to Decrease Loneliness in Vulnerable Seniors Attachments: Staff Report Florida Blue Grant Agreement Grant Form February 9, 2021 Page 2 of 5 8.F. Approval of Resolution Adopting the 2021 Indian River County Emergency Plan for Hazardous Materials Attachments: Staff Report Resolution 2021 8.G. Assignment and Extension of Lease between Lulich Attorneys & Consultants, P.A. for the Building located at 1612 20th Street, Vero Beach, FL Attachments: Staff Report Assignment and Extension of Lease Lease Agreement 8.11. Revision to Administrative Policy AM -704.1 Sick Leave Donation Attachments: Staff Report 704.1 Sick Leave Donation 2-1-21 markup 704.1 Sick Leave Donation 2-1-21 final 9. CONSTITUTIONAL OFFICERS and GOVERNMENTAL AGENCIES 9.A. Indian River County Sheriff Eric Flowers re: DEA Equitable Sharing Fund, County Fund 121 -- Reserve DEA Equitable Share Attachments: Sheriffs Memorandum 10. PUBLIC ITEMS A. PUBLIC HEARINGS B. PUBLIC DISCUSSION ITEMS 10.B.1. Request to Speak by Barry Shapiro re: 3rd Annual Vero Beach Sock Drive Attachments: Request to Speak C. PUBLIC NOTICE ITEMS 11. COUNTY ADMINISTRATOR MATTERS 11.A. Provide Update Regarding COVID-19 Vaccinations Attachments: Staff Report 11.B. First Amendment to. the Amended and Restated Facility Lease Agreement Jackie Robinson Training Complex Attachments: Staff Report First Amendment Facility Lease Agreement Item from 12/18/18 12. DEPARTMENTAL MATTERS A. Community Development February 9, 2021 Page 3 of 5 . B. Emergency Services C. General Services D. Human Resources E. Information Technology F. Office of Management and Budget G. Public Works H. Utilities Services 13. COUNTY ATTORNEY MATTERS 13.A. Acquisition of Right -Of -Way from Steve and Terrianne Martin for Phase II of 66th Avenue Improvements - 65th Street west of 66th Avenue, Parcel 304 Attachments: Staff Report Agreement Exhibits to Agreement 14. COMMISSIONERS MATTERS A. Commissioner Joseph E. Flescher, Chairman B. Commissioner Peter D. O'Bryan, Vice Chairman C. Commissioner Susan Adams D. Commissioner Joseph H. Earman E. Commissioner Laura Moss 15. SPECIAL DISTRICTS AND BOARDS A. Emergency Services District 15.A.1. Approval of Minutes Meeting of December 1, 2020 15.A.2. Sole Source Purchase of Five (5) Stryker Lifepak 15 v4 Cardiac Monitors Attachments: Staff Report LP15 V4 QUOTE Sole Source Letter B. Solid Waste Disposal District 15.13.1. Approval of Minutes Meeting November 17, 2020 15.11.2. Approval of Minutes Meeting of December 1, 2020 Attachments: 12012020SWDD Draft February 9, 2021 Page 4 of 5 15.B.3. Award of Bid for Landfill Segment 3 Cell 1 Landfill Gas System Expansion Project (Bid #2021006) Attachments: Staff Report CDM Smith 100 Percent Opinion of Probable Construction Cost CDM Smith Evaluation of Bids Sample Agreement 15.B.4. Amendment No 1 to Work Order No. 2 to CDM Smith, Inc. Attachments: Staff Report Amendment No 1 to Work Order No 2 C. Environmental Control Board 16. ADJOURNMENT Except for those matters specifically exempted under the State Statute and Local Ordinance, the Board shall provide an opportunity for public comment prior to the undertaking by the Board of any action on the agenda, including those matters on the Consent Agenda. Public comment shall also be heard on any proposition which the Board is to take action which was either not on the Board agenda or distributed to the public prior to the commencement of the meeting. Anyone who may wish to appeal any decision which may be made at this meeting will need to ensure that a verbatim record of the proceedings is made which includes the testimony and evidence upon which the appeal will be based. Anyone who needs a special accommodation for this meeting may contact the County's Americans with Disabilities Act (ADA) Coordinator at (772) 226-1223 at least 48 hours in advance of meeting. Anyone who needs special accommodation with a hearing aid for this meeting may contact the Board of County Commission Office at 772-226-1490 at least 20 hours in advance of the meeting. The full agenda is available on line at the Indian River CountyWebsite at www.ircizov.com The full agenda is also available for review in the Board of County Commission Office, the Indian River County Main Library, and the North County Library. Commission Meetings are broadcast live on Comcast Cable Channel 27 Rebroadcasts continuously with the following proposed schedule: .Tuesday at 6:00p.m. until Wednesday at 6:00 a.m., Wednesday at 9:00 a.m. until 5:00 p.m., Thursday at 1:00 p.m. through Friday Morning, and Saturday at 12: 00 Noon to 5:00 p.m. February 9, 2021 Page 5 of 5 5A. PROCLAMATION HONORING WILLIAM "BILLY" WILSON, III WHEREAS, Indian River County celebrates African American Pioneers who, through their service in the business, public, and elected arenas, have paved the way for this and future generations; and WHEREAS, William "Billy" Wilson, III, was a lifelong resident of Indian River County, a loyal husband, father of two accomplished sons, and gifted multi -sport athlete and coach; and WHEREAS, Billy was a member of the Vero Beach High School Class of 1981; subsequently matriculated at Florida A&M University, where he graduated Cum Laude with a Bachelor of Science degree in Physical Education and received further acclaim for both his athletic skill and sportsmanship; and, in 1993, earned his Master's in Educational Leadership from Nova University; and WHEREAS, Billy returned to Vero Beach in 1986, where he served as Dean of Students and taught physical education and driver's education until his 1994 promotion to assistant principal as a founding staff member at Sebastian River High School, finally retiring in 2020 after a 26 -year career at the campus; and WHEREAS, Billy, with his father, William Henry Wilson, coached back-to-back state championship track and field teams at Vero Beach High School in 1989 and 1990, then established and coached a local Amateur Athletic Union youth basketball team, winning state basketball championships in 2000 and 2002; and WHEREAS, Billy was a life member of Kappa Alpha Psi Fraternity, Inc., the Florida Athletic Coaches Association, the NAACP, and the Fort Pierce Chapter of the Florida A&M Alumni Association; he received numerous awards and recognition over his career, including the "Making a Difference in the Treasure Coast Community" award in 2007 from Treasure Coast Chapter of The Links; and WHEREAS, Billy was a member of the Steward Board and Choir at Allen Chapel AME Church in Wabasso, and served as the Church School Superintendent for over 20 years. NOW, THEREFORE, BE IT PROCLAIMED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that the pioneer spirit and civic contributions of Billy Wilson, III, greatly enriched Indian River County and the Treasure Coast, and that the Board lauds the genuinely outstanding efforts of "the heartbeat of Sebastian River High School," a man who never missed an opportunity to mentor our County's youth about the power of leadership, integrity, perseverance, responsibility, and trustworthiness, both in the classroom and on the fields of athletic competition. Adopted this 9th day of February, 2021. BOARD OF COUNTY COMMISSIONERS, INDIAN RIVER COUNTY, FLORIDA Joseph E. Flescher, Chairman Peter D. O'Bryan, Vice Chairman Susan Adams Joseph H. Earman Laura Moss 1 7A. PROCLAMATION HONORING WILLIAM RUSSELL (RUSS) GRAVES ON HIS RETIREMENT FROM THE INDIAN RIVER COUNTY DEPARTMENT OF EMERGENCY SERVICES FIRE RESCUE DIVISION WHEREAS, Russ Graves retires from Indian River County Emergency Services Fire Rescue Division on February 28, 2021; and, WHEREAS, Russ Graves began his distinguished career in public service with Indian River County as an Emergency Medical Technician on August 30, 1989; and, WHEREAS, he rose steadily through the Emergency Medical Service (EMS) ranks by becoming a Paramedic in 1990, Lieutenant Paramedic in 1993, and upon EMS consolidation with Fire Rescue in 2006, he diligently sought and obtained his Firefighter Certificate of Compliance on April 13, 2007 and on June 7, 2013 was promoted to Engineer Paramedic in which capacity he served until retirement; and, WHEREAS, Russ Graves mentored hundreds of fellow Firemedics in his capacity as an EMS Field Training Officer not only expertly teaching the mechanics of saving a life but also the active listening skills needed to ensure victims and their families would feel safe; and, WHEREAS, Russ Graves is well known through -out the department and community for his immeasurable knowledge, dedication and compassion for his work which is well documented in countless commendations from his superiors, grateful patients, local businesses, schools and colleges; and, WHEREAS, Russ Graves' career embodied all the hallmarks of a great Firemedic: devotion to duty, dedication to his fellow first responders and genuine love for the community in which he has served for over 30 years. NOW, THEREFORE, BE IT PROCLAIMED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that the Board extend our sincerest gratitude to Russ Graves for his thirty plus years of unwavering service, - commitment and dedication greatly contributing to the safety of our community with determination, commitment, brotherhood and pride. BE IT FURTHER PROCLAIMED that the Board of County Commissioners and staff extend heartfelt wishes for success in his future endeavors. Adopted this 9t' day of February, 2021. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Joseph E. Flescher, Chaim2in Informational Item INDIAN RIVER COUNTY INTER -OFFICE MEMORANDUM OFFICE OF MANAGEMENT & BUDGET TO: Members of the Board of County Commissioners DATE: January 28, 2021 THROUGH: Jason E. Brown, County Administrator FROM: Kristin Daniels, Director, Management & Budget SUBJECT: Health Department Annual Contract Amendments to Include CARES Act Second Amendment DESCRIPTION AND CONDITIONS On January 5, 2021 the Board of County Commissioners authorized the County Attorney's Office to work with the Health Department to draft an amendment to the Health Department Annual Contract in the amount of $791,541 to reflect the Board approved CARES Act Second Amendment. The amendments have been drafted and are included as an attachment to this agenda item. RECOMMENDATION This item is for informational purposes only and requires no Board action. ATTACHMENTS Health Department Annual Contract Amendments 3 Ron DeSantis Mission: Governor To protect, promote & improve the health —. of all people in Florida through integrated fi1 g state, county & community efforts. 1�p� u . Scott. A. Rivkees, MD. HEALTHState Surgeon General Vision: To be the Healthiest State in the Nation January 22, 2021 Jason Brown, Administrator Indian River County Board of County Commissioners 1801 27th Street Vero Beach, FL 32960 RE: FY 2020-2021 Contract between the Indian River Board of County Commissioners and the Department of Health for operation of the Indian River County Health Department Dear Mr. Brown As specified in paragraph 4, section d., of the above referenced contract, either party may increase or decrease funds to the contract upon written notification to the other party. Accordingly, please find enclosed the following: • An updated summary of funding revisions. • Revised Attachment II, Parts II and III, incorporating the changes indicated in the summary and covering the period subsequent to the contract amendment. • Page 2 of the contract reflecting updated funding adjustments. • A revised Attachment II, Part I If you have any questions, please feel free to contact Mayur Rao, Florida Department of Health in Indian River County Health Department Business Manager at (772) 794-7464. Sincerely, Miranda C. Hawker, M.P.H. Health Officer Enclosures Cc: Demonica Connell, Office of Budget and Revenue Management Florida Department of Health in Indian River County 1900 271) Street, Vero Beach, FL 32960 Accredited Health Department PHONE: 772(794-7400 ' : Public Health Accreditation Board WEBSITE: http://indianriver.floridahealth.gov 4 FloridaHealth.gov DEPARTMENT OF HEALTH BUREAU OF BUDGET MANAGEMENT CORE CONTRACT AMENDMENT REVIEW COUNTY NAME: REVENUES INDIAN RIVER CHD DATE LOGGED: 1/21/2021 A. DETAIL CHANGES Contract Totals Programs Component Amount Ob'.Code Previous Amended Chancoe 1 COVID-19 General Revenue COVGR 399,152 015040 927,701 528,549 399,152 2 Environmental Health - Health Beaches Monitoring EHHBM 18,882 007000 18,882.00 - 18,882 3 General Revenue NCGRV 122,703 015050 1,385,373.00 1,508,076 122,703 4 WIC Program Administration WIC21 9,712 007000 449,128.00 458,840 9,712 5 County Cares Act Funding CVGOV 400,000 008040 - 400,000 400,000 6 Hurricane Crisis COAG EH HUEH9 5,500 007000 - 5,500 5,500 7 Supplemental Nutrition Assistance Program Educ SN021 77,750 015075 11,661.00 89,411 77,750 8 ELC Cares Enhancing Detection Resp. to COVID-19 ECP20 939,861 007000 - 939,861 939,861 9 Immunization & VFC COVID Response for Vaccines ICV21 46,755 007000 - 46,755 46,755 10 BOCC Funding LOGOV 791,541 008040 738,670.00 1,530,211 791,541 1 - - - 1 - - - Total Changes to Revenue 1,975,788 Level 5 Communicable Disease Control 1XX - Primary Care 2XX - - Environmental Health 3XX - Special Contracts 5XX - - Total Changes to Expenditures - B. CORE CONTRACT 1. Planned Revenues (New) 8,496,799 Planned Expenditures New 8,261,266 2. Increase/Decrease in Planned Revenues New Total 8,496,799 Previous Total 6,521,011 Net Change 1,975,788 3. Increase/Decrease in Planned Expenditures New Total 8,261,266 Previous Total 6,692,329 Net Change 1,568,937 4. Increase/Decrease in Special Projects New Total _ Previous Total Net Change - Prepared By: Date: 1/22/2021 Ma ur K Rao - Business Manager 17 Approved By: Date: 1/24/2021 Miranda C Hawker - Health Officer ATTACHMENT H INDIAN RIVER COUNTY HEALTH DEPARTMENT Part II, Sources of Contributions to County Health Department October 1, 2020 to September 30, 2021 1. GENERAL REVENUE •STATE 015040 AIDS PATIENT CARE 015040 CHD - TB COMMUNITY PROGRAM 015040 CORONAVIRUS GENERAL REVENUE 015040 FAMILY PLANNING GENERAL REVENUE 015040 PRIMARY CARE PROGRAM 015040 SCHOOL HEALTH SERVICES - GENERAL REVENUE 015050 CHD GENERAL REVENUE NON•CATEGORICAL GENERAL REVENUE TOTAL 2. NON GENERAL REVENUE • STATE 015010 ENVIRONMENTAL BIOMEDICAL WASTE PROGRAM NON GENERAL REVENUE TOTAL 3. FEDERAL FUNDS • STATE 007000 AIDS DRUG ASSISTANCE PROGRAM ADMIN HQ 007000 WIC BREASTFEEDING PEER COUNSELING PROG 007000 COASTAL BEACH WATER QUALITY MONITORING 007000 COMPREHENSIVE COMMUNITY CARDIO - PHBG 007000 EPID & LAB FOR INFECTIOUS DISEASE COVID-19 007000 EPID & LAB FOR INFECTIOUS DISEASE COVID-19 007000 FAMILY PLANNING TITLE X - GRANT 007000 HURRICANE CRISIS COAG ENVIRONMENTAL HEALTH 007000 INIMUNIZATION & VFC COVID RESPONSE FOR VACCINES 007000 IMMUNIZATION ACTION PLAN 007000 MCH SPEC PRJ SOCIAL DETERMINANTS HLTH COMM EDU 007000 MCH BLOCK GRANT FLORIDA'S HEALTHY BABIES 007000 BASE COMMUNITY PREPAREDNESS CAPABILITY 007000 BASE PUB HLTH SURVEILLANCE & EPI INVESTIGATION 007000 AIDS PREVENTION 007000 RYAN WHITE TITLE II GRANT/CHD CONSORTIUM 007000 WIC PROGRAM ADMINISTRATION 015075 SUPPLEMENTAL SCHOOL HEALTH 015075 SNAP ED - OBESITY FEDERAL FUNDS TOTAL 4. FEES ASSESSED BY STATE OR FEDERAL RULES • STATE 001020 CHD STATEWIDE ENVIRONMENTAL FEES 001092 CHD STATEWIDE ENVIRONMENTAL FEES 001206 ON SITE SEWAGE DISPOSAL PERMIT FEES 001206 SANITATION CERTIFICATES (FOOD INSPECTION) 001206 SEPTIC TANK RESEARCH SURCHARGE 001206 SEPTIC TANK VARIANCE FEES 50% 001206 PUBLIC SWIMMING POOL PERMIT FEES -10% HQ TRANSFER State CHD County Total CHD Trust Fund CHD Trust Fund Other (cash) Trust Fund (cash) Contribution 100,000 0 100,000 0 100,000 17,534 0 17,534 0 17,534 528,549 0 528,549 0 528,549 40,889 0 40,889 0 40,889 183,226 0 183,226 0 183,226 136,867 0 136,867 0 136,867 1,508,076 0 1,508,076 0 1,508,076 2,515,141 0 2,515,141 0 2,515,141 8,203 0 8,203 0 8,203 8,203 0 8,203 0 8,203 39,388 0 39,388 0 39,388 57,500 0 57,500 0 57,500 9,891 0 9,891 0 9,891 115,000 0 115,000 0 115,000 939,861 0 939,861 0 939,861 137,746 0 137,746 0 137,746 43,669 0 43,669 0 43,669 5,500 0 5,500 0 5,500 46,755 0 46,755 0 46,755 34,951 0 34,951 0 34,951 23,113 0 23,113 0 23,113 14,776 0 14,776 0 14,776 88,227 0 88,227 0 88,227 76,974 0 76,974 0 76,974 56,262 0 56,262 0 56,262 90,000 0 90,000 0 90,000 458,840 0 458,840 0 458,840 150,068 0 150,068 0 150,068 89,411 0 89,411 0 89,411 2,477,932 0 2,477,932 0 2,477,932 146,323 0 146,323 0 146,323 319,033 0 319,033 0 319,033 24,996 0 24,996 0 24,996 2,405 0 2,405 0 2,405 4,745 0 4,745 0 4,745 201 0 201 0 201 1,880 0 1,880 0 6 1,880 ATTACIBMNT H INDIAN RIVER COUNTY HEALTH DEPARTMENT Part II, Sources of Contributions to County Health Department October 1, 2020 to September 30, 2021 State CHD County Total CHD Trust Fund CHD Trust Fund Other (cash) Trust Fund (cash) Contribution Total 001206 DRINKING WATER PROGRAM OPERATIONS 001206 REGULATION OF BODY PIERCING SALONS 001206 TANNING FACILITIES 001206 ONSITE SEWAGE TRAINING CENTER 001206 TATTO PROGRAM ENVIRONMENTAL HEALTH 001206, MOBILE HOME & RV PARK FEES FEES ASSESSED BY STATE OR FEDERAL RULES TOTAL 5. OTHER CASH CONTRIBUTIONS - STATE: 090001 DRAW DOWN FROM PUBLIC HEALTH UNIT OTHER CASH CONTRIBUTION TOTAL 6. MEDICAID - STATE/COUNTY: 001148 CHD CLINIC FEES MEDICAID TOTAL 7. ALLOCABLE REVENUE - STATE: 001004 CHD STATEWIDE ENVIRONMENTAL FEES 031005 GENERAL CLINIC RABIES SERVICES & DRUG PURCHASES ALLOCABLE REVENUE TOTAL 8. OTHER STATE CONTRIBUTIONS NOT IN CHD TRUST FUND - STATE ADAP PHARMACY DRUG PROGRAM WIC PROGRAM BUREAU OF PUBLIC HEALTH LABORATORIES IMMUNIZATIONS OTHER STATE CONTRIBUTIONS TOTAL 9. DIRECT LOCAL CONTRIBUTIONS - BCC/TAX DISTRICT 008005 HUMAN AND CHILDRENS SERVICES PROGRAM 008005 CHD FEDERAL & LOCAL INDIRECT EARNINGS 008040 LOCAL COVID• 19 RESPONSE 008040 CHD LOCAL REVENUE & EXPENDITURES DIRECT COUNTY CONTRIBUTIONS TOTAL 10. FEES AUTHORIZED BY COUNTY ORDINANCE OR RESOLUTION - COUNTY 001077 CHD CLINIC FEES 001094 CHD LOCAL ENVIRONMENTAL FEES 001110 VITAL STATISTICS CERTIFIED RECORDS FEES AUTHORIZED BY COUNTY TOTAL 11. OTHER CASH AND LOCAL CONTRIBUTIONS - COUNTY 001029 CHD CLINIC FEES 526 0 526 0 526 138 0 138 0 138 217 0 217 0 217 95 0 95 0 95 868 0 868 0 868 2,719 0 2,719 0 2,719 504,146 0 504,146 0 504,146 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22,100 22,100 0 22,100 0 22,100 22,100 0 22,100 3,690 0 3,690 0 3,690 10,000 0 10,000 0 10,000 13,690 0 13,690 0 13,690 0 0 0 88,822 88,822 0 0 0 507 507 0 0 0 1,743,101 1,743,101 0 0 0 17,224 17,224 0 0 0 98,561 98,561 0 0 0 1,948,215 1,948,215 0 71,184 71,184 0 71,184 0 10,524 10,524 0 10,524 0 400,000 400,000 0 400,000 0 1;530,211 1,530,211 0 1,530,211 0 2,011,919 2,011,919 0 2,011,919 0 13,919 13,919 0 13,919 0 258,943 258,943 0 258,943 0 201,240 201,240 0 201,240 0 474,102 474,102 0 474,102 0 13,200 13,200 0 7 13,200 ATTACH EENT II INDIAN RIVER COUNTY HEALTH DEPARTMENT Part II, Sources of Contributions to County Health Department October 1, 2020 to September 30, 2021 State CHD County Total CHD Trust Fund CHD Trust Fund Other (cash) Trust Fund (cash) Contribution Total 001090 CHD CLINIC FEES 010300 INSPECTIONS OF SUMMER FEEDING PROGRAM - DOE 010300 STATE UNDERGROUND PETROLEUM RESPONSE ACT 010400 CHD SALE OF SERVICES IN OR OUTSIDE OF STATE GOVT 011000 REVENUE CONTRACT/MOA W/NO REPORTING REQUIREMENT 011000 INDIAN RIVER FETAL & INFANT MORTALITY REVIEW PRJ 011001 CHD HEALTHY START COALITION CONTRACT 011001 HEALTHY START NURSE FAM PARTNERSHIP EXPAND CHI) 090002 DRAW DOWN FROM PUBLIC HEALTH UNIT OTHER CASH AND LOCAL CONTRIBUTIONS TOTAL 12. ALLOCABLE REVENUE . COUNTY 001004 CHD STATEWIDE ENVIRONMENTAL FEES 031005 GENERAL CLINIC RABIES SERVICES & DRUG PURCHASES COUNTY ALLOCABLE REVENUE TOTAL 13. BUILDINGS • COUNTY ANNUAL RENTAL EQUIVALENT VALUE OTHER (Specify) UTILITIES BUILDING MAINTENANCE GROUNDS MAINTENANCE INSURANCE OTHER (Specify) OTHER (Specify) BUILDINGS TOTAL 14. OTHER COUNTY CONTRIBUTIONS NOT IN CHD TRUST FUND • COUNTY EQUIPMENT / VEHICLE PURCHASES VEHICLE INSURANCE VEHICLE MAINTENANCE OTHER COUNTY CONTRIBUTION (SPECIFY) OTHER COUNTY CONTRIBUTION (SPECIFY) OTHER COUNTY CONTRIBUTIONS TOTAL GRAND TOTAL CHD PROGRAM 0 3,800 3,800 0 3,800 0 1,119 1,119 0 1,119 0 2,416 2,416 0 2,416 0 400 400 0 400 0 341,919 341,919 0 341,919 0 3,067 3,067 0 3,067 0 2,420 2,420 0 2,420 0 87,535 87,535 0 87,535 0 -235,533 -235,533 0 -235,533 0 220,343 220,343 0 220,343 0 3,690 3,690 0 3,690 0 10,000 10,000 0 10,000 0 13,690 13,690 0 13,690 0 0 0 455,938 455,938 0 0 0 0 0 0 0 0 153,560 153,560 0 0 0 82,068 82,068 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 691,566 691,566 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5,519,112 2,742,154 8,261,266 2,639,781 10,901,047 R41 ATTACHMENT II INDIAN RIVER COUNTY HEALTH DEPARTMENT Part III, Planned Staffing. Clients, Services and Expenditures By Program Service Area Within Each Level of Service October 1, 2020 to September 30, 2021 Quarterly Expenditure Plan FPE's Clients Services/ let 2nd 3rd 4th Grand (0.00) Unite Visite (Whole dollars only) State County Total A COMMUNICABLE DISEASE CONTROL: IMMUNIZATION (101) 3.62 954 1,188 203,066 174,099 203,066 174,099 92,764 661,566 754,330 SEXUALLY TRANS. DIS. (102) 3.17 832 1,092 74,792 64,124 74,792 64,124 208,364 69,468 277,832 HIV/AIDS PREVENTION (03A1) 3.06 0 8,424 59,797 51,267 59,797 51,266 222,027 100 222,127 HIV/AIDS SURVEILLANCE (03A2) 0.08 0 0 1,306 1,120 1,306 1,121 4,850 3 4,853 HIV/AIDS PATIENT CARE (03A3) 4.46 193 758 114,226 97,932 114,226 97,933 413,272 11,045 424,317 ADAP (03A4) 0.88 11 11 16,861 14,456 16,861 14,455 62,604 29 62,633 TUBERCULOSIS (104) 1.29 38 134 28,247 24,217 28,247 24,217 103,426 1,502. 104,928 COMM. DIS. SURV. (106) 13.41 0 9,652 646,574 554,343 646,574 554,343 1,711,333 690,501 2,401,834 HEPATITIS (109) 0.00 0 0 0 0 0 0 0 0 0 PREPAREDNESS AND RESPONSE (116) 11.87 0 20 30,646 26,274 30,646 26,274 113,840 0 113,840 REFUGEE HEALTH (118) 0.00 0 0 0 0 0 0 0 0 0 VITAL RECORDS (180) 1.18 6,021 19,971 19,472 16,694 19,472 16,693 0 72,331 72,331 COMMUNICABLE DISEASE SUBTOTAL 43.02 8,049 41,250 1,194,987 1,024,526. 1,194,987 1,024,525 2,932,480 1,506,545 4,439,025 B. PRIMARY CARE: CHRONIC DISEASE PREVENTION PRO (210) 2.70 312 763 67,602 57,959 67,602 57,958 251,121 0 251,121 WIC (21WD 8.48 3,485 21,610 160,231 137,375 160,231 137,375 595,212 0 595,212 TOBACCO USE INTERVENTION (212) 0.00 0 0 0 0 0 0 0 0 0 WIC BREASTFEEDING PEER COUNSELING (21W2) 0.98 0 909 18,274 15,667 18,274 15,668 67,883 0 67,883 FAMILY PLANNING (223) 5.72 400 850 134,807 115,578 134,807 115,578 488,784 11,986 500,770 IMPROVED PREGNANCY OUTCOME (225) 0.00 0 0 0 0 0 0 0 0 0 HEALTHY START PRENATAL (227) 0.65 6 32 16,426 14,082 16,426 14,082 0 61,016 61,016 COMPREHENSIVE CHILD HEALTH (229) 0.00 0 0 0 0 0 0 0 0 0 HEALTHY START CHILD (231) 0.65 1 1 14,048 12,044 14,048 12,045 0 52,185 52,185 SCHOOL HEALTH (234) 5.17 0 53,188 128,849 110,469 128,849 110,469 478,636 0 478,636 COMPREHENSIVE ADULT HEALTH (237) 5.62 726 1,495 141,608 121,409 141,608 121,409 36,947 489,087 526,034 COMMUNITY HEALTH DEVELOPMENT (238) 1.03 0 1,801 24,015 20,589 24,015 20,588 89,207 0 89,207 DENTAL HEALTH (240) 0.00 0 0 0 0 0 0 0 0 0 PRIMARY CARE SUBTOTAL 31.00 4,930 80,649 705,860 605,172 705,860 605,172 2,007,790 614,274 2,622,064 C. ENVIRONMENTAL HEALTH: Water and Onsite Sewage Programs COSTAL BEACH MONITORING (347) 0.25 144 199 9,349 8,016 9,349 8,016 34,606 124 34,730 LIMITED USE PUBLIC WATER SYSTEMS (357) 0.34 26 382 7,745 6,640 7,745 6,639 4,200 24,569 28,769 PUBLIC WATER SYSTEM (358) 0.05 0 96 1,158 992 1,158 992 23 4,277 4,300 PRIVATE WATER SYSTEM (359) 1.62 9 1,899 33,473 28,698 33,473 28,698 423 123,919 124,342 ONSITE SEWAGE TREATMENT R DISPOSAL (361) 7.25 2,193 7,406 141,321 121,162 141,321 121,163 317,088 207,879 524,967 Group Total 9.51 2,372 9,982 193,046 165,508 193,046 165,508 356,340 360,768 717,108 Facility Programs TATTOO FACILITY SERVICES (344) 0.15 89 32 3,130 2,684 3,130 2,683 11,493 134 11,627 9 ATTACHMENT II INDIAN RIVER COUNTY HEALTH DEPARTMENT Part III, Planned Staffing. Clients, Services and Expenditures By Program Service Area Within Each Level of Service October 1, 2020 to September 30, 2021 Quarterly Expenditure Plan FTE's Clients Services/ let 2nd 3rd 4th Grand (0.00) Unite Visite (Whole dollars only) State County Total FOOD HYGIENE (348) 0.91 197 511 20,382 17,475 20,382 17,475 41,059 34,655 75,714 BODY PIERCING FACILITIES SERVICES (349) 0.01 0 0 229 197 229 197 850 2 852 GROUP CARE FACILITY (351) 0.19 105 76 4,056 3,477 4,056 3,478 1,782 13,285 15,067 MIGRANT LABOR CAMP (352) 0.09 12 29 2,281 1,956 2,281 1,956 876 7,598 8,474 HOUSING & PUB. BLDG. (353) 0.14 1 25 3,169 2,717 3,169 2,718 2,847 8,926 11,773 MOBILE HOME AND PARK (354) 0.18 43 106 3,842 3,294 3,842 3,294 11,819 2,453 14,272 POOISBATHINGPLACES (360) 1.18 567 1,151 24,954 21,394 24,954 21,394 60,697 31,999 92,696 BIOMEDICAL WASTE SERVICES (364) 0.53 581 520 .11,468 9,833 11,468 9,833 42,339 263 42,602 TANNING FACILITY SERVICES (369) 0.05 23 35 949 814 949 814 3,505 21 3,526 Group Total 3.43 1,618 2,485 74,460 63,841 74,460 63,842 177,267 99,336 276,603 Groundwater Contamination STORAGE TANK COMPLIANCE SERVICES (355) 0.00 0 0 0 0 0 0 0 0 0 SUPER ACT SERVICES (356) 0.06 6 19 1,420 1,218 1,420 1,218 16 5,260 5,276 Group Total 0.06 6 19 1,420 1,218. 1,420 1,218 16 5,260 5,276 Community Hygiene COMMUNITY ENVIR. HEALTH (345) 0.23 0 389 4,847 4,155 4,847 4,155 6,122 11,882 18,004 INJURY PREVENTION (346) 0.00 0 0 0 0 0 0 0 0 0 LEAD MONITORING SERVICES (350) 0.00 0 0 30 26 30 27 0 113 113 FUBLICSEWAGE (362) 0.20 6 73 3,987 3,418 3,987 3,418 42 14,768 14,810 SOLID WASTE DISPOSAL SERVICE (363) 0.00 0 0 42 36 42 37 1 156 157 SANITARY NUISANCE (365) 0.09 14 5 2,499 2,143 2,499 2,143 26 9,258 9,284 RABIES SURVEILLANCE (366) 0.21 48 126 5,143 4,409 5,143 4,409 54 19,050 19,104 ARBORVIRUS SURVEIL. (367) 0.00 0 0 26 22 26 21 0 95 95 RODENT/ARTHROPOD CONTROL (368) 0.00 0 0 30 26 30 27 0 113 113 WATER POLLUTION (370) 0.15 0 29 3,805 3,262 3,805 3,262 39 14,095 14,134 INDOOR AIR (371) 0.01 0 0 149 128 149 129 0 555 555 RADIOLOGICAL HEALTH (372) 0.01 0 0 174 149 174 150 2 645 647 TOXIC SUBSTANCES (373) 0.15 8 28 3,765 3,228 3,765 3,227 41 13,944 13,985 Group Total 1.05 76 650 24,497 21,002 24,497 21,005 6,327 84,674 91,001 ENVIRONMENTAL HEALTH SUBTOTAL 14.05 4,072 13,136 293,423 251,569 293,423 251,573 539,950 550,038 1,089,988 D. NONOPERATIONAL COSTS: NON -OPERATIONAL COSTS (599) 0.96 0 0 19,194 16,456 19,194 16,455 0 71,299 71,299 ENVIRONMENTAL HEALTH SURCHARGE (399) 0.00 0 0 10,442 8,953 10,442 8,953 38,790 0 38,790 MEDICAID BUYBACK (611) 0.00 0 0 27 23 27 23 100 0 100 NONOPERATIONAL COSTS SUBTOTAL 0.96 0 0 29,663 25,432 29,663 25,431 38,890 71,299 110,189 TOTAL CONTRACT 89.03 17,051 135,035 2,223,933 1,906,699 2,223,933 .1,906,701 5,519,110 2,742,156 8,261,266 10 and shall include those services mandated on a state or federal level. Examples of environmental health services include, but are not limited to, food hygiene, safe drinking water supply, sewage and solid waste disposal, swimming pools, group care facilities, migrant labor camps, toxic material control, radiological health, and occupational health. b. "Communicable disease control services" are those services which protect the health of the general public through the detection, control, and eradication of diseases which are transmitted primarily by human beings. Communicable disease services shall be supported by available federal, state, and local funds and shall include those services mandated on a state or federal level. Such services include, but are not limited to, epidemiology, sexually transmissible disease detection and control, HIV/AIDS, immunization, tuberculosis control and maintenance of vital statistics. c. "Primary care services" are acute care and preventive services that are made available to well and sick persons who are unable to obtain such services due to lack of income or other barriers beyond their control. These services are provided to benefit individuals, improve the collective health of the public, and prevent and control the spread of disease. Primary health care services are provided at home, in group settings, or in clinics. These services shall be supported by available federal, state, and local funds and shall include services mandated on a state or federal level. Examples of primary health care services include, but are not limited to: first contact acute care services; chronic disease detection and treatment; maternal and child health services; family planning; nutrition; school health; supplemental food assistance for women, infants, and children; home health; and dental services. 4. FUNDING. The parties further agree that funding for the CHD will be handled as follows: a. The funding to be provided by the parties and any other sources is set forth in Part 11 of Attachment II hereof. This funding will be used as shown in Part I of Attachment 11. The State's appropriated responsibility (direct contribution excluding any state fees, Medicaid contributions or any other funds not listed on the Schedule C) as provided in Attachment 11, Part II is an amount not to exceed $ 5,001,276 (State General Revenue, State Funds, Other State Funds and Federal Funds listed on the Schedule C). The State's obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. ii. The County's appropriated responsibility (direct contribution excluding any fees, other cash or local contributions) as provided in Attachment 11, Part I I is an amount not to exceed $1,530,211 (amount listed under the "Board of County Commissioners Annual Appropriations section of the revenue attachment). b. Overall expenditures will not exceed available funding or budget authority, whichever is less, (either current year or from surplus trust funds) in any service category. Unless requested otherwise, any surplus at the end of the term of this contract in the County Health Department Trust Fund that is attributed to the CHD shall be carried forward to the next contract period. 2 11 w a� f - CC o (D a U (o w co ((s m m E m a � � w m LL N M O CO M O in N M LO N N CO. O (O M O Ln O U N M to N O O O cli U N CU N C N O 06 Cl) U M N n O wo E N E N > N a- 0 O O O a 0 0 o w N OL C14 C � 3 U om �(u 3 o � o U Q U 00 (n0 N M Lo CA LO Cn (n I- U) CA LO U) Cn r - RE a C N L O N U C O N M O N U O (n a O ZC) N Cn O N N c � ca o cc U m0 V �' c February 9, 2021 ITEM 7 INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS INTER -OFFICE MEMORANDUM TO: Members of the Board of County Commissioners DATE: February 1, 2021 SUBJECT: Appointment of Alternate Member to the Indian River Lagoon National Estuary Program Board of Directors FROM: Joseph E. Flescher, Chairman Commissioner, District 2 Discussion Item: When the 2021 Commissioner Committee Assignments memorandum was circulated, it failed to, note an alternate member to the Indian River Lagoon National Estuary Program Board of Directors. This memo serves to notify the BCC that I am appointing Commissioner Joe Earman to serve as our alternate member. 13 INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Honorable Board of County Commissioners THROUGH: Jason E. Brown, County Administrator THROUGH: Tad Stone, Director Department of Emergency Services FROM: Erin Sawyer, Staff Assistant IV Department of Emergency Services DATE: November 18, 2020 SUBJECT: Request of Ownership Change from Falck Southeast II, Corp d/b/a All County Ambulance for Present Class "E" and Class "B" Certificate of Public Convenience and Necessity It is respectfully requested that the information contained herein be given formal consideration by the Board of County Commissioners at the next scheduled meeting. Background: On March 10, 2020, the Board approved a Class `B" and Class `B" Certificate of Public Convenience and Necessity to provide wheelchair/Stretcher and Interfacility Ambulance Transportation Services for Falck Southeast II, Corp d/b/a All County Ambulance. On November 11, 2020 an application was submitted for an ownership change from Falck Southeast II, Corp d/b/a All County Ambulance to RG Ambulance Service, Inc. All other information and requirements that were provided during the initial application process remained the same. Recommendation: Staff recommends the Board of County Commissioners approve the change of ownership and issue a new Class "E" and Class `B" COPCN certificate to reflect the ownership change. Attachments: 1. Updated application reflecting ownership change 14 P�MFT INDIAN RIVER COUNTY toPS.�, O " g T DEPARTMENT OF EMERGENCY SERVICES 9�FNCY APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY (COPCN) APPLICANT NAME: RG Ambulance Service, Inc. d/b/a All County Ambulance DATE] 11/11/20 APPLICATION FEE: $100.00 APPLIES TO INITIAL APPLICATIONS ONLY.. If payment applicable, make check payable to INDIAN RIVER COUNTY FIRE RESCUE. ❑ This is a new application; fee is attached. ❑ This is a renewal of our present COPCN. * This is a renewal of our present COPCN with ownership or classification changes. I. CLASSIFICATION OF CERTIFICATE REQUESTED Please check applicable boxes and options. Class A ❑ _BLS _ALS Governmental entities that use advanced life support vehicles to conduct a pre- hospital EMS ALS/BLS service. Class B ❑✓ �✓ BLS ✓❑ALS Agencies that provide non -emergency ambulance inter -facility medical transport at the ALS/BLS level. Class C ❑I:JBLS DLS Agencies that provide non -emergency ambulance inter -facility medical transports which require special clinical capabilities and require a physician's order. Class D ❑1D3LS []ALS Agencies that provide non -emergency ambulance medical transports limited to out of county transfers. Class E 7 ❑1 Wheelchair Z Wheelchair/Stretcher ❑Ambulatory Transport Agencies That provide wheelchair transportation service only where said services are paid for in part or in whole either directly or indirectly with government funds. Class E1 001Wheelchair ❑ Wheelchair/Stretcher f]Ambulatory Transport Agencies that provide wheelchair vehicle service where said services are not paid for in part or in whole either directly or indirectly with government funds. U:\Beth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 15 II. COMPANY DETAILS 1. NAME OF AGENCY: RG Ambulance Service, Inc. d/b/a All County Ambulance MAILING ADDRESS: CITY Miami 2766 NW 62nd Street COUNTY—Miami-Dade ZIP CODE: 33147 BUSINESS PHONE: 305-779-0505 2. TYPE OF OWNERSHIP(i.e. Private, Government, Volunteer, Partnership, etc.): Private 3. MANAGER'S NAME: Michael DeSouza ADDRESS: 4227 St. Lucie Blvd. Ft. Pierce, FL 34946 PHONE #: 772-465-1111 4. PROVIDE NAME OF OWNER(s) OR LIST ALL OFFICERS, PARTNERS, DIRECTORS, AND SHAREHOLDERS, IF A CORPORATION (attach a separate sheet if necessary): NAME ADDRESS RAY GONZALEZ 2766 NW 62ND STREET MIAMI FL 33147 CEO RENE GONZALEZ 2766 NW 62ND STREET MIAMI FL 33147 CFO . 5. NAME POSITION PROVIDE NAMES AND ADDRESSES OF AT LEAST THREE (3) LOCAL REFERENCES ADDRESS PHONE # Willie Bermudez 11380 SW Village Parkway Suite 100 Port St. Lucie FL 34987 (772)301-6500 David Hall 1201 SE Indian Street Stuart FL 34997 (772) 403-4500 John Salvesen. 989 SW Mcdevitt Ave Port St. Lucie FI 34953 (772) 577-1755 U:\Beth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 16 6. FUNDING SOURCE: PRIVATE 7. RATE SCHEDULE ATTACHED? YES ® NO ❑ N/A ❑ 8: LIST THE ADDRESS(es) OF YOUR BASE AND ALL SUB -STATIONS: 4227 St. Lucie Blvd. Ft. Pierce, FL 34946 Cleveland Clinic Indian River 1000 37th Street Vero Beach, FL 32960 III. COMMUNICATIONS INFORMATION: TYPES OF RADIOS/EQUIPMENT: See Attached 1. RADIO FREQUENCY (ies) See Attached 2. RADIO CALL NUMBER(s) WQML866 3: LIST ALL HOSPITALS AND OTHER EMERGENCY AGENCIES WITH WHICH YOU HAVE DIRECT RADIO COMMUNICATIONS: FROM AMBULANCE FROM BASE STATION Statewide Med 8 Statewide Med 8 Lawnwood. Regional Medical Center Sebastian River Medical Center UABeth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 17 IV. ADDITIONAL INFORMATION REQUIRED TO BE SUBMITTED WITH .THIS APPLICATION: RENEWAL APPLICANTS FOR CLASSES A -D NEED ONLY #'s 4 - 9L RENEWAL APPLICANTS FOR CLASSES E AND E-1 NEED ONLY #'s 6 — 1. Factual Statement indicating the public need and services, including studies supporting the demonstrated demand and feasibility for the proposed service(s) and deficiencies in existing services, and any other pertinent data you wish to be considered. 2. Factual statement of the proposed services to be provided, including type of service, hours and days,of operation, market to be served, geographic areas to be serviced, and any other pertinent data you wish to be considered. 3. Factual Statement indicating the ability of the applicant to manage and provide the proposed services, including the management plan, maintenance facilities, insurance program, accounting system, system for handling . complaints, system for handling accidents and injuries, system for providing the county monthly operating reports and any other pertinent data you wish to be considered. 4-5 4. Copy of Standard Operating Procedures. 5. Copy of Medical Protocols. 6. Copy of your insurance policy — must show coverage limits — 7. Vehicle Information. For each vehicle provide the following: a. Make, Model, Year, Manufacturer b. Mileage c. VIN # d. Tag Number e. Passenger capacity (E/E1 classification) f. Indicate ALS/BLS (A -D classification) 8. Personnel Roster. For each employee provide the following: a. Name — Last, First and Middle Initial b. Driver's License # (if commercial, specify class) & Expiration Date ADDITIONAL INFO REQUIRED FOR A -D classifications c. Emergency Medical Service Certification and # (EMT or Paramedic) d.. Expiration date of Certification e. Whether or not has an Emergency Vehicle Operation Certificate. 9. Fee Schedule Incl: Service Type, Base Rate, Mileage, Waiting & Special Charges UABeth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 18 V. NOTARIZED STATEMENTS Fill in Statements as applicable. E or E1 APPLICANTS, I, Ray Gonzalez , the representative of Applicant Name RG Ambulance Service, Inc. dba All County Ambulance do hereby attest that the Business Name of Service above named service meets all the requirements of, and that I agree to comply with, all applicable provisions of Chapter 304, Life Support and Wheelchair Services. A -D APPLICANTS I, Ray Gonzalez , the representative of Applicant Name RG Ambulance Service, Inc. dba All County Ambulance do hereby attest that Business Name of Service the above named service will provide continuous service on a 24-hour, 7 -day week basis. I do hereby attest that the above named service meets all the requirements for operation of an ambulance service in the State of Florida as provided in Chapter 401, Part III, Florida Statutes, Chapter 64E-2, Florida Administrative Code, and that I agree to comply with all the provisions of Chapter 304, Life Support Services. ALL APPLICANTS I further acknowledge that discrepancies discovered during the effective period of the Certificate of Public Convenience and Necessity will subject this service and its authorized representatives to corrective action and penalty provided in the referenced authority and that to the best of my knowledge, all statements on this application are true and correct. APPLICANT SIGNATURE DATE Before me personally appeared the said who says that he/she executed the above instrument of his/her own free will and accord, with full knowledge of the purpose thereof. Sworn and subscribed in my presence this day of ,201_. My commission expires: NOTARY PUBLIC U:\Beth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 19 3,B I INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Honorable Board of County Commissioners THROUGH: Jason E. Brown, County Administrator THROUGH: Tad Stone, Director Department of Emergency Services FROM: Erin Sawyer, Staff Assistant IV Department of Emergency Services DATE: November 18, 2020 SUBJECT: Request of Ownership Change from Falck Southeast II, Corp d/b/a American Ambulance Service for Present Class "E" and Class "B" Certificate of Public Convenience and Necessity It is respectfully requested that the information contained herein be given formal consideration by the Board of County Commissioners at the next scheduled meeting. Background: On March 10, 2020, the Board approved a Class "E" and Class `B" Certificate of Public Convenience and Necessity to provide wheelchair/Stretcher and Interfacility Ambulance Transportation Services for Falck Southeast II, Corp d/b/a American Ambulance Service. On November 11, 2020 an application was submitted for an ownership change from Falck Southeast II, Corp d/b/a American Ambulance Service to RG Ambulance Service, Inc. All other information and requirements that were provided during the initial application process remained the same. Recommendation: Staff recommend&the Board of County Commissioners approve the change of ownership and issue a new Class "E" and Class "B" COPCN certificate to reflect the ownership change. Attachments: 1. Updated application reflecting ownership change 20 PT`M�F�r. INDIAN RIVER COUNTY uQPS.�tl►F'� 'p DEPARTMENT OF EMERGENCY SERVICES 9�FNp APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY (COPCN) RG Ambulance Service, Inc. d/b/a American Ambulance Sea -9-7 AT11/11/20 APPLICANT NAME] --- - - APPLICATION FEE: $100.00 APPLIES TO INITIAL APPLICATIONS ONLY. If payment applicable, make check payable to INDIAN RIVER COUNTY FIRE RESCUE. ❑ This is a new application; fee is attached. ❑ This is a renewal of our present COPCN. Fm This is a renewal of our present COPCN with ownership or classification changes. CLASSIFICATION OF CERTIFICATE REQUESTED Please check applicable boxes and options. Class A ❑ _BLS _ALS Governmental entities that use advanced life support vehicles to conduct a pre- hospital EMS ALS/BLS service. Class B ❑✓ ❑✓ BLS [7 ALS Agencies that provide non -emergency ambulance inter -facility medical transport at the ALS/BLS level. Class C ❑IBLS DILS Agencies that provide non -emergency ambulance inter -facility medical transports which require special clinical capabilities and require a physician's order. Class D 00LS QALS Agencies that provide non -emergency ambulance medical transports limited to out of county transfers. Class E Wheelchair II Wheelchair/Stretcher 7Ambulatory Transport Agencies tat provide wheelchair transportation service only where said services are paid for in part or in whole either directly or indirectly with government funds. Class E1 E❑Wheelchair ❑ Wheelchair/Stretcher flAmbulatory Transport Agencies that provide wheelchair vehicle service where said services are not paid for in part or in whole either directly or indirectly with government funds. UABeth\Beth Casano EMCOPCN\RENEWAL PACKETS\COPCN Application.doc 21 II. COMPANY DETAILS 1. NAME OF AGENCY: RG Ambulance Service, Inc. d/b/a American Ambulance Sel MAILING ADDRESS: 2766 NW 62nd Street CITY Miami COUNTY—Miami-Dade ZIP CODE: 33147 BUSINESS PHONE: 305-779-0505 2. TYPE OF OWNERSHIP(i.e. Private, Government, Volunteer, Partnership, etc.): Private 3. MANAGER'S NAME: Michael DeSouza ADDRESS: 4227 St. Lucie Blvd. Ft. Pierce, FL 34946 PHONE #: 772-465-1111 4. PROVIDE NAME OF OWNER(s) OR LIST ALL OFFICERS, PARTNERS, DIRECTORS, AND SHAREHOLDERS, IF A CORPORATION (attach a separate sheet if necessary): NAME ADDRESS RAY GONZALEZ 2766 NW 62ND STREET MIAMI FL 33147 CEO RENE GONZALEZ 2766 NW 62ND STREET MIAMI FL 33147 CFO 5 NAME POSITION PROVIDE NAMES AND ADDRESSES OF AT LEAST THREE (3) LOCAL REFERENCES ADDRESS PHONE # Willie Bermudez 11380 SW Village Parkway Suite 100 Port St. Lucie FL 34987 (772) 301-6500 David Hall 1201 SE Indian Street Stuart FL 34997 (772) 403-4500 John Salvesen 989 SW Mcdevitt Ave Port St. Lucie FI 34953 (772) 577-1755 UABeth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 22 .6. FUNDING SOURCE: PRIVATE 7. RATE SCHEDULE ATTACHED? YES 0 NO ❑ N/A ❑ 8. LIST THE ADDRESS(es) OF YOUR BASE AND ALL SUB -STATIONS: 4227 St. Lucie Blvd. Ft. Pierce, FL 34946 Cleveland Clinic Indian River 1000 37th Street.Vero Beach, FL 32960 III. COMMUNICATIONS INFORMATION: TYPES OF RADIOS/EQUIPMENT: See Attached 1. RADIO FREQUENCY (ies) 2. RADIO CALL NUMBER(s) See Attached WQML866 3: LIST ALL HOSPITALS AND OTHER EMERGENCY AGENCIES WITH WHICH YOU HAVE DIRECT RADIO COMMUNICATIONS: FROM AMBULANCE FROM BASE STATION Statewide Med 8 Statewide Med 8 Lawnwood Regional Medical Center Sebastian River Medical Center UABeth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 23 IV. ADDITIONAL INFORMATION REQUIRED TO BE SUBMITTED WITH THIS APPLICATION: RENEWAL APPLICANTS FOR CLASSES E AND E-1 NEED ONLY #'s 6 — 1. Factual Statement indicating the public need and services, including studies supporting the demonstrated demand and feasibility for the proposed service(s) and deficiencies in existing services, and any other pertinent data you wish to be considered. 2. Factual statement of the proposed services to be provided, including type of service, hours and days of operation, market to be served, geographic areas to be serviced, and any other pertinent data you wish to be considered. 3. Factual Statement indicating the ability of the applicant to manage and provide the proposed services, including the management plan, maintenance facilities, insurance program, accounting system, system for handling complaints, system for handling accidents and injuries, system for providing the county monthly operating reports and any other pertinent data you wish to be considered. 4-5 4. Copy of Standard Operating Procedures. 5. Copy of Medical Protocols. 6. Copy of your insurance policy — must show coverage limits — 7. Vehicle Information. For each vehicle provide the following: a.. Make, Model, Year, Manufacturer b. Mileage c. VIN # d. Tag Number e. Passenger capacity (E/E1 classification) f. Indicate ALS/BLS (A -D classification) 8. Personnel Roster. For each employee provide the following: a. Name — Last, First and Middle Initial b. Driver's License # (if commercial, specify class) & Expiration Date ADDITIONAL INFO REQUIRED FOR A -D classifications c. Emergency Medical Service Certification and # (EMT or Paramedic) d. Expiration date of Certification e. Whether or not has an Emergency Vehicle Operation Certificate. 9. Fee Schedule Incl: Service Type, Base Rate, Mileage, Waiting & Special Charges UABeth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 24 V. NOTARIZED STATEMENTS Fill in Statements as applicable. E or E1 APPLICANTS, 1, Ray Gonzalez , the representative of Applicant Name RG Ambulance Service, Inc. dba American Ambulance Soy do hereby attest that the Business Name of Service above named service meets all the requirements of, and that I agree to comply with, all applicable provisions of Chapter 304, Life Support and Wheelchair Services. A -D APPLICANTS, 1, Ray Gonzalez , the representative of Applicant Name RG Ambulance Service, Inc. dba American Ambulance S©do hereby attest that Business Name of Service the above named service will provide continuous service on a 24-hour, 7 -day week basis. I do hereby attest that the above named service meets all the requirements for operation of an ambulance service in the State of Florida as provided in Chapter 401, Part III, Florida Statutes, Chapter 64E-2, Florida Administrative Code, and that I agree to comply with all the provisions of Chapter 304, Life Support Services. ,ALL APPLICANTS, further acknowledge that discrepancies discovered during the effective period of the Certificate of Public Convenience and Necessity will subject this service and its authorized representatives to corrective action and penalty provided in the referenced authority and that to the best of my knowledge, all statements on this application are true and correct. APPLICANT SIGNATURE DATE Before me personally appeared the said who says that he/she executed the above instrument of his/her own free will and accord, with full knowledge of the purpose thereof. Sworn and subscribed in my presence this day of ,201_. My commission expires: NOTARY PUBLIC U:\Beth\Beth Casano EOC\COPCN\RENEWAL PACKETS\COPCN Application.doc 25 R'C. INDIAN RIVER COUNTY OFFICE OF MANAGEMENT AND BUDGET PURCHASING DIVISION DATE: February 2, 2021 TO: BOARD OF COUNTY COMMISSIONERS THROUGH: Jason E. Brown, County Administrator Kristin Daniels, Director, Office of Management and Budget FROM: Jennifer Hyde, Purchasing Manager SUBJECT: Final Ranking of Firms and Authorization to Negotiate - Wabasso Scrub Area Conservation Area Boardwalk (RFP 2021001) BACKGROUND: On behalf of the Parks and Conservation Lands Division, a Request for Proposals (RFP) was issued for the final design and construction of a covered wetland overlook at the Wabasso Scrub Conservation Area. The Conservation are is located on County Road 510, northwest of the intersection at 58th Avenue. General Permit#155229-1 has been issued for the project by the St. Johns River Water Management District. RFP RESULTS: Advertising Date: September 23, 2020 RFP Opening Date: October 16, 2020 Solicitation Broadcast to: 588 Subscribers RFP Documents Requested by: 42 Firms Replies: 5 Firms ANALYSIS: A selection committee comprised of Kevin Kirwin, Director Parks & Conservation Resources, Beth Powell, Assistant Director Parks & Conservation Resources, and Wendy Swindell, Conservation Lands Project Specialist independently evaluated and scored the received proposals in accordance with the RFP document and Purchasing Manual. Evaluation criteria included responsiveness, firm overview, qualifications and project approach and price. These scores were compiled by the committee and an overall initial ranking of firms developed. The committee determined interviews were not necessary and the initial ranking of firms declared final. Proposing Firm Location 1. Summerlin's Marine Construction, LLC Fort Pierce 2. Hi -Tech Engineering West Melbourne 3. Kern's Construction and Property Management Corp. Port St. Lucie 26 Proposing Firm Location 4. Close Construction, LLC Okeechobee 5. Underwater Engineering Services, Inc. Fort Pierce FUNDING: The firms and their proposed pricing are shown on the table below. The project budget was $55,621. Proposing Firm Price Proposal Summerlin's Marine Construction, LLC $37,423.00 Hi -Tech Engineering $68,900.00 Kern's Construction and Property Management Corp. $64,900.00 Close Construction, LLC $72,930.00 Underwater Engineering Services, Inc. $103,044.50 Funding for this project is allocated through the CIE for public use improvements to conservation areas. Funds in the amount of $37,423 are available in the Optional Sales Tax/Improvements Except Buildings/Wabasso Scrub Conservation Improvements Project Account (31521072-066390- 18018). RECOMMENDATION: Staff recommends the Board approve the final ranking of firms and authorize negotiations with the top ranked firm and subsequently ranked firms, should negotiations with the top ranked firm fail. 27 CONS7!1 BCC Me INDIAN RIVER COUNTY, FLORIDA INTEROFFICE MEMORANDUM Department of General Services Parks & Recreation Date: January 22, 2021 To: The Honorable Board of County Commissioners Through: Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator Kevin M. Kirwin, Parks & Recreation Director Jennifer Hyde, Purchasing Manager From: Beth Powell, Assistant Director Parks & Conservation Resources Subject: Award of Bid Number 2021007 — Kroegel Homestead Improvements DESRIPTIONS AND CONDITIONS On May 9, 2017, the Board of County Commissioners (BCC) approved Work Order Number 5 to MBV Engineering, Inc. to complete design and engineering services for Kroegel Homestead, Hallstrom Farmstead and the Jones' Pier Conservation Area. Subsequent to this award, several amendments were made for each of the projects to address various design, permitting and to include construction administration services that were not a part of the original scope of work. The engineering, design and permitting has been completed for the Kroegel Homestead Conservation Area which includes the full site plan consisting of a new parking area, walking trail, pavilion, restroom, water and sewer services, fencing and minor improvements to the access for the parcels located on the east side of the property. These improvements will create formal public access to the conservation area and fulfill the grant requirements made to the Florida Communities Trust per the special management conditions approved by the BCC on August 12, 2003. The project was advertised for bid on October 22, 2020, and a bid opening for the project was held on December 1, 2020, where three (3) bids were received and opened. A detailed bid tabulation is on file and available for viewing in the Parks and Conservation Resources Division. Bid totals are as follows: Bidder Bid PRP Construction Group, LLC $234,444.50 Saffold Paving $399,232.76 Summit Construction of Vero Beach, LLC Vero Beach, FL $275,828.35 Staff reviewed the bids submitted and PRP Construction Group, LLC was found to be the 28 lowest, responsive and responsible bidder. Completion time is 180 days from bid award. FUNDING Funding for this project is provided in the updated Capital Improvement Element of the Comprehensive Plan (CIE) through Optional Sales Tax/Kroegel Conservation Area Improvements, adopted on December 1, 2020. $ Revenue Source: I Account Number: I Amount: OST/Kroegel Conservation Area Im rovements 31521072-066510-19006 1 $234,444.50 STAFF RECOMMENDATION Staff respectfully requests that the Board of;County Commissioners award bid number 2021007 to PRP Construction Group, LLC in the amount of $234,444.50. Staff further recommends that the Board approve the sample agreement and authorize the Chairman to execute it after review and approval of the agreement by the County Attorney as to form and legal sufficiency, approval of the required public construction bond by the County Attorney, approval of the required insurance by the Risk Manager, and after contractor has appropriately registered with the Building Division. ATTACHMENTS • Sample Agreement - Bid Number 2021007 29 Sample Agreement THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called OWNER) and PRP Construction Group, LLC (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1- WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Kroegel Homestead Improvements, including purchase and installation of pavilion ARTICLE 2 -THE PROJECT The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: Project Name: Bid Number: Project Address: ARTICLE 3 - CONTRACT TIMES 3.1 Time of the Essence Kroegel Homestead Improvements 2021007 11296 S. Indian River Drive, Sebastian, FL 32958 A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the specifications are of the essence of the Agreement. 3.2 Days to Achieve Substantial Completion, Final Completion and Final Payment A. The Work will be completed and ready for final payment on or before the 180th day after the date when the Contract Times commence to run. ARTICLE 4 - CONTRACT PRICE 4.1 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds equal to the sum of the amounts determined pursuant to paragraph 4.01.A and summarized in paragraph 4.01.6, below: A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as Exhibit 1. B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents: 30 Numerical Amount: $ Written Amount: ARTICLE 5 - PAYMENT PROCEDURES 5.1 Progress Payments. A. The OWNER shall make progress payments to the CONTRACTOR on the basis of the approved partial payment request as recommended by ENGINEER in accordance with the provisions of the Local Government Prompt Payment Act, Florida Statutes section 218.70 et. seq. The OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and acceptance of all work to be performed by CONTRACTOR under the Contract Documents. 5.2 Pay Requests. A. Each request for a progress payment shall contain the CONTRACTOR'S certification. All progress payments will be on the basis of progress of the work measured by the schedule of values established, or in the case of unit price work based on the number of units completed. 5.3 Paragraphs 5.01 and 5.02 do not apply to construction services work purchased by the County as OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor laws and regulations or requirements that are contrary to any provision of the Local Government Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant requirements and guidelines. 5.4 Acceptance of Final Payment as Release. A. The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with the work under this Agreement and for every act and neglect of the OWNER and others relating to or arising out of the work. Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under this Agreement, the Invitation to Bid or the Public Construction Bond. ARTICLE 6 - INDEMNIFICATION 6.01 CONTRACTOR shall indemnify and hold harmless the OWNER, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the Work. 31 ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS 7.1 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Invitation to Bid documents. B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto. E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. H. CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by OWNER is acceptable to CONTRACTOR. I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 8 - CONTRACT DOCUMENTS 8.1 Contents A. The Contract Documents consist of the following: 32 (1) This Agreement (pages 1 to , inclusive); (2) Notice to Proceed (3) Public Construction Bond (pages to , inclusive); (4) Certificate of Liability Insurance (5) Invitation to Bid 2021007 (6) Addenda (numbers to , inclusive); (7) CONTRACTOR'S Bid Form (pages to , inclusive); (8) Bid Bond (pages inclusive); (9) Qualifications Questionnaire (pages to , inclusive); (10) Drug Free Workplace Form (pages to , inclusive) (11)Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships (pages to _, inclusive); (12) Certification Regarding Prohibition Against Contracting with Scrutinized Companies (13) Certification Regarding Lobbying (14)The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a) Written Amendments; b) Work Change Directives; c) Change Order(s). ARTICLE 9 - MISCELLANEOUS 9.1 Terms A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid. 9.2 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Agreement 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 33 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 underthe Contract Documents. 9.3 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal ,representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 9.4 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9.5 Venue A. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. 9.6 Public Records Compliance A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: (1) Keep and maintain public records required by the County to perform the service. (2) Upon request from the County's Custodian of Public Records, provide the County 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 or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps 34 and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the County. B. 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 AT: (772) 226-1424 publicrecords@ircgov.com Indian River County Office of the County Attorney 180127th Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. Article 12: TERMINATION OF CONTRACT A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide the OWNER with a right to terminate this Contract in accordance with this Article, in addition to pursuing any other remedies which the OWNER may have under this Contract or under law: (1) if in the OWNER's opinion CONTRACTOR is improperly performing work or violating any provision(s) of the Contract Documents,- (2) ocuments;(2) if CONTRACTOR neglects or refuses to correct defective work or replace defective parts or equipment, as directed by the Engineer pursuant to an inspection; (3) if in the OWNER's opinion CONTRACTOR's work is being unnecessarily delayed and will not be finished within the prescribed time; (4) if CONTRACTOR assigns this Contract or any money accruing thereon or approved thereon; or (5) if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for CONTRACTOR orfor any of his property. B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify CONTRACTOR in writing of the grounds for termination and provide CONTRACTOR with ten (10) calendar days to cure the default to the reasonable satisfaction of the OWNER. C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving such notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right to possess or occupy the site or any materials thereon; provided, however, that the OWNER may authorize CONTRACTOR to restore any work sites. 35 D. The CONTRACTOR shall be liable for: (1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and (2) the difference between the cost of completing the new contract and the cost of completing this Contract; (3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce its rights herein. E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate CONTRACTOR's services and work for OWNER's convenience. Upon receipt of notice of such termination CONTRACTOR shall, unless the notice directs otherwise, immediately discontinue the work and immediately cease ordering of any materials, labor, equipment, facilities, or supplies in connection with the performance of this Contract. Upon such termination Contractor shall be entitled to payment only as follows: (1) the actual cost of the work completed in conformity with this Contract and the specifications; plus, (2) such other costs actually incurred by CONTRACTOR as are permitted by the prime contract and approved by the OWNER. Contractor shall not be entitled to any other claim for compensation or damages against the County in the event of such termination. F. TERMINIATION IN REGARDS TO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135: CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf. 36 This Agreement will be effective on 20 (the date the Agreement is approved by the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement). OWNER: I CONTRACTOR: INDIAN RIVER COUNTY By: TBD, Chairman By: Jason E. Brown, County Administrator { APPROVEDASTO FORM AND LEGAL SUFFICIENCY: By: Dylan Reingold, County Attorney Jeffrey R. Smith, Clerk of Court and Comptroller Attest: Deputy Clerk (SEAL) Designated Representative: Name: Title: Address: Phone Email By: (Contractor) (CORPORATE SEAL) Attest Address forgiving notices: License No. (Where applicable) Agent for service of process: Designated Representative: Name: i Title: Address: Phone: Email: (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) 37 Exhibit 1— Pricing 38 PUBLIC CONSTRUCTION BOND INSTRUCTION FOR PUBLIC CONSTRUCTION BOND The front or cover page to the required public construction/payment and performance bond shall contain the information required by Fla. Stat. 255.05(1)(a), and be substantially in the format shown on the first page following this instruction. The Public Construction Bond shall be in the form suggested by Fla. Stat. 255.05(3) as shown on the second page following this instruction. A Power of Attorney from a surety insurer authorized to do business in Florida, authorizing the signature of the Attorney in Fact who executes the Public Construction Bond shall accompany that Bond. 39 Public Work F.S. Chapter 255.05 (1)(a) Cover Page THIS BOND IS GIVEN TO COMPLY WITH SECTION 255.05 OR SECTION 713.23 FLORIDA STATUTES, AND ANY ACTION INSTITUTED BY A CLAIMANT UNDER THIS BOND FOR PAYMENT MUST BE IN ACCORDANCE WITH THE NOTICE AND TIME LIMITATION PROVISIONS IN SECTION 255.05(2) OR SECTION 713.23 FLORIDA STATUTES. BOND NO: a CONTRACTOR NAME: CONTRACTOR ADDRESS: CONTRACTOR PHONE NO: SURETY COMPANY NAME: SURETY PRINCIPAL BUSINESS ADDRESS: SURETY PHONE NO: OWNER NAME: OWNER ADDRESS: 1 OWNER PHONE NO: OBLIGEE NAME: (If contracting entity is different from the owner, the contracting public entity) OBLIGEE ADDRESS: OBLIGEE PHONE NO: BOND AMOUNT: CONTRACT NO: (If applicable) DESCRIPTION OF WORK: PROJECT LOCATION: 3 LEGAL DESCRIPTION: (If applicable) FRONT PAGE All other bond page(s) are deemed subsequent to this page regardless of any page number(s) that may be printed thereon. 40 PUBLIC CONSTRUCTION BOND Bond No. (enter bond number) BY THIS BOND, We as Principal and a corporation, as Surety, are bound to , herein called Owner, in the sum of $ , for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the contract dated between Principal and Owner for construction of i the contract being made a part of this bond by reference, at the times and in the manner prescribed in the contract; and 2. Promptly makes payments to all claimants, as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract; and 3. Pays Owner all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that Owner sustains because of a default by Principal under the contract; and 4. Performs the guarantee of all work and materials furnished under the contract for the time specified in the contract, then this bond is void; otherwise it remains in full force. Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2), Florida Statutes. Any changes in or under the contract documents and compliance or noncompliance with any formalities connected with the contract or the changes does not affect Surety's obligation under this bond. DATED ON , IA (Name of Principal) (As Attorney in Fact) (Name of Surety) 41 CONSENT AGENDA BCC Meeting 0210212021 INDIANE. 1 INTEROFFICE1 O' 1 Department of General Services Parks & Recreation Date: January 25, 2021 To: The Honorable Board of County Commissioners Through: Jason Brown, County Administrator Michael Zito, Assistant County Administrator From: Kevin M. Kirwin, Director, Parks and Recreation Subject: Notice of Grant Award from the Florida Blue Foundation — Park -Based Activities to Decrease Loneliness in Vulnerable Seniors DESRIPTIONS AND CONDITIONS Indian River County, Parks and Recreation in collaboration with the Indian River County, Department of Health, Protocol for Accessing Community Excellence Program (PACE) Program applied for and was awarded a grant from the Florida Blue Foundation. The award of this grant is to provide programs and wellness equipment for seniors (adults 55+) in two areas of Indian River County. The purpose of these programs is to improve senior mental wellbeing, reduce loneliness and enhance physical wellness. The award of $195,000 is to fund a Senior Wellness Coordinator position and the instillation of two accessible outdoor wellness and fitness equipment clusters. The Senior Wellness Coordinator position will be funded by this grant for three years. Parks and Recreation will seek grant and funding opportunities to extend this position past the term of this grant, otherwise this position would sunset. The senior wellness programs and instillations will take place at West Wabasso Park, 8900 64th Avenue and at the Intergenerational Center, 1590 9th St SW over a three-year period commencing with the execution of the grant agreement. FUNDING The funding in this grant agreement provides for total award of $195,000 and requires no match of County Funds. Of the $195,000, $121,800 is for salary and benefit costs for the Senior Wellness Coordinator position, and $61,500 is to fund the purchase and installation of the two fitness zones. The balance of the funding is to cover promotional and educational expenses and program supplies. The grant agreement allows for deviations of up to ten -percent of the total grant to cover higher than anticipated line item costs. A budget amendment will fund the grant and expenditures in MSTU Fund/Recreation. STAFF RECOMMENDATION Staff respectfully recommends that the Board accept this grant from Florida Blue Foundation and authorize the Chairman to execute the Florida Blue Foundation, Mental Well -Being Grant Agreement. ATTACHMENTS Attachment A — Florida Blue Foundation — Mental Well -Being Grant Agreement Attachment B — Indian River County Grant Form 42 F&P& B4(e 0(9 Foundation Mental Well -Being Grant Agreement GRANT AGREEMENT DURATION: ORGANIZATION: ADDRESS: CONTACT PERSON: GRANT AMOUNT: PURPOSE: GRANT NUMBER: December 14, 2020 January15, 2021—January 14, 2024 (3 years) Indian River County Board of County Commissioners 180127th St., Vero Beach, FL 32960) Kevin Kirwin, Director, Parks and Recreation $198,905 Park -Based Activities to Decrease Loneliness in Vulnerable Seniors 10735 1. Use of Grant Funds You may only use the grant funds for religious, charitable, scientific, literary or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1954, as amended (the "Code"), and more specifically may use the grant funds only for the purpose outlined above. You acknowledge that the Florida Blue Foundation (the "Foundation") has not earmarked the use of the grant funds or any portion thereof for any other organization or individual. By signing this agreement, you agree to repay the amount of any grant funds that you expend for any purpose other than those stated in your application. You also acknowledge that no portion of the grant funds will be used to carry on lobbying activities, to attempt to influence legislation or the outcome of any public election, or to carry on any voter registration drive. You also agree to return any unused funds in the event that your organization and/or the funded program becomes insolvent or dissolves for other reasons. You further acknowledge that you will expend the grant funds as specifically itemized line -by- line in the proposal budget or that deviations from such line -by-line itemized budget will not exceed 10% of the total. The Foundation must approve total transfers within lines of the budget in excess of 10% of the total. . 43 2. Payment of Grant Funds The Foundation will pay the grant funds in installments based on availability of funds and satisfactory reports every six (6) months as set forth below. Your reporting and payment schedule: Payment Reporting Timeframe Report Due Payment Amount Payment Date Requirement Date Initial N/A N/A $70,000 1/22/2021 Receipt of signed grant agreement Payment Second 1/15/2021- 7/28/2021 $31,000 8/11/2021 Receipt of satisfactory interim Payment 7/14/2021 report for the previous 6 months Third 1/15/2021- 1/28/2022 $31,000 2/11/2022 Receipt of satisfactory annual Payment 1/14/2022 report for the previous 12 months Fourth 1/15/2022- 7/28/2022 $31,000 8/11/2022 Receipt of satisfactory interim Payment 7/14/2022 report for the previous 6 months Fifth 1/15/2022- 1/28/2023 $31,000 2/11/2023 Receipt of satisfactory annual Payment 1/14/2023 report for the previous 12 months Final 1/15/2023- 7/28/2023 $4,905 8/11/2023 Receipt of satisfactory interim Payment 7/14/2023 report for the previous 6 months Final 1/15/2021- 2/14/2024 N/A N/A Receipt of satisfactory FINAL report Report 1/14/2024 for the life of the grant (within 30 days of the grant ending date) TOTAL $198,905 3. Quality of Work The Foundation will review both the quality of the work done and your progress toward achieving the goal(s) of the grant. Representatives of the Foundation have the right to monitor your progress through on-site visits. In addition, the Foundation will be monitoring the continued commitment of personnel involved in the work of the grant, and will, throughout the term of the grant, consider whether continuation of the work associated with the grant is in the interest of the general public. If the Foundation: (i) is not satisfied with the quality of your work or the progress toward achieving the goals of the grant, (ii) is of the opinion that you are incapable of satisfactorily completing the work of the grant, or (iii) determines that continuation of the grant is not reasonably in the interest of the general public, the Foundation may, in its discretion, (i) withhold payment of grant funds until, in its opinion, the situation has been corrected, or (ii) declare the grant terminated. The Foundation's determination as to: (i) the quality of work being performed, (ii) the progress being made toward the goals of the grant, (iii) your ability to complete the work of the grant satisfactorily, and (iv) whether continuation of the work of the grant is in the interest of the general public, will be final, binding and conclusive upon you insofar as further grants payments are concerned. 4. Certification and Maintenance of Exempt Organization Status You certify that you have been determined by the Internal Revenue Service to be a tax-exempt organization under Section 501(c)(3) of the Code, and "not a private foundation," within the meaning of Code Section 509(a), or in the absence of such a determination, that you are a state or any political subdivision thereof within the meaning of Code Section 170(c)(1), or a state college or university within the meaning of Code Section 511(a)(2)(B) (referred to hereafter as a "Public Charity"). You will immediately inform the Foundation of any change in or challenge to your status as a Public Charity. Further, you hereby affirm that this grant will not cause you to fail to qualify as a Public Charity. You will comply with the provisions of the Code and the regulations hereunder applicable to you as a Public Charity and will not violate any other statute or regulation applicable to you where such violation materially affects your ability to carry out the goals of the grant. 44 5. Interim Reports You will submit interim reports that the Foundation may reasonably request, and your personnel will confer with Foundation personnel or consultants at the reasonable request of the Foundation regarding expenditures, records and progress of the grant project. See reporting and payment schedule for report due dates. 6. Annual Reports You will also submit annual reports that should include: a summary of previously submitted reports, narrative, expenditures and cumulative numbers served to date since the last submitted report. See reporting and payment schedule for report due dates. 7. Final Report Within 30 days of the grant ending date, you will submit a final cumulative report that includes: narrative, numbers served and financial report that covers the total grant period. See reporting and payment schedule for final report due date. 8. Records You will maintain your books and records in such a manner that the receipts and expenditures of the grant funds will be shown separately on such books and records in an easy to understand format. You will keep records of receipts and expenditures of grant funds as well as copies of the reports submitted to the Foundation and supporting documentation for at least four (4) years after the completion of the use of the grant funds, and will make such books, records and supporting documentation available to the Foundation for inspection at reasonable times from the time of your acceptance of this grant through such period. In all reports and records, you will refer to the Grant Number listed above. 9. Acknowledgment of Support All manuscripts, papers, releases, exhibits or interviews prepared for scientific meetings, the public or private media, magazines, periodicals, radio, television or other means of communication dealing with the activities or achievement of the work of the grant will acknowledge the Foundation's support. The Foundation will provide you with appropriate logos, legal name and artwork as needed to acknowledge support. By accepting this agreement, you also confirm the fact that your organization has provided no goods or services to the Foundation in return for this grant. 10. Violation of Terms; Change of Status In the case of any violation by you of the terms and conditions of the grant, including but not limited to not executing the work of the grant in substantial compliance with the proposal, or in the event of any change in or challenge by the Internal Revenue Service of your status as a Public Charity, the Foundation reserves the right in its absolute discretion to terminate the grant. The Foundation's determination will be final, binding and conclusive upon you. If final or interim reports are not received in a timely manner, the Foundation may withhold payment until the outstanding report is received, and may terminate the grant if any such report is not received within a reasonable time [no more than sixty (60) days] following the date on which it was due. 11. Termination Upon termination of this grant for any reason, the Foundation will withhold any further payments of grant funds and you will repay to the Foundation any portion of the grant funds that were not spent for the grant project. 12. Future Funding You acknowledge that the Foundation and its representatives have made no actual or implied promise of funding except for the amounts specified by this agreement. If any of the grant funds are returned or if the grant is rescinded, you acknowledge that the Foundation will have no further obligation to you in connection with this grant as a result of such return or rescission. However, the foregoing is not intended to prohibit the Foundation from providing you an additional grant at the termination of the grant described in this contract upon the submission of a new proposal, if the Foundation in its sole discretion determines that an additional grant is appropriate. 45 13. Modification This agreement sets forth all terms of the grant and replaces all prior understandings and agreements. Any modification or amendment will be made only in a writing signed by an authorized officer of your organization and of the Foundation. 14. Applicable Law This agreement will be construed in accordance with the laws of the State of Florida. FLORIDA BLUE FOUNDATION Signature B. Towler Name Vice President Title Date INDIAN RIVER COUNTY -- BOARD OF COUNTY COMMISSIONERS Signature Name (Printed or typed) Title Date PLEASE NOTE THAT NO PAYMENTS WILL BE MADE WITH CHECKS. ALL PAYMENTS WILL BE MADE THROUGH DIRECT DEPOSIT TO YOUR BANKING ACCOUNT. SEE ATTACHED 1) Banking information to be completed and returned with your signed grant agreement. 2) Template for this grantee's news release FOUNDATION CONTACT: Any questions should always be directed to your assigned Senior Program Manager, Susan F. Wildes, susan.wildes@floridablue.com, 904-905-3045. 46 GRANT NAME: Florida Blue Foundation — Park Based Programming for Seniors GRANT # AMOUNT OF GRANT: $198.908 DEPARTMENT RECEIVING GRANT: GSA/Parks and Recreation CONTACT PERSON: Kevin M. Kirwin TELEPHONE: 772.226.1785 1. How long is the grant for? 3 Years 2. Does the grant require you to functthis function after the grant is over? 3. Does the grant require a match? If yes, does the grant allow the match to be In -Kind services? 4. Percentage of match to grant 0% 5. Grant match amount required $0 Starting Date: February 9, 2021 Yes X No 6. Where are the matching funds coming from (i.e. In -Kind Services; Reserve for Contingency)? N/A Yes X No Yes X No 7. Does the grant cover capital costs or start-up costs? X Yes No If no, how much do you think will be needed ,in capital costs or start-up costs: $ (Attach a detail listing of costs) 8. Are you adding any additional positions utilizing the grant funds? X Yes No If yes, please list. (If additional space is needed, please attach a schedule.) Acct. Description Position Position Position Position Position 011.12 Regular Salaries 27,480 011.13 Other Salaries & Wages (PT) $0 012.11 Social Security 2,102 012.12 Retirement — Contributions 2,748 012.13 Insurance — Life & Health 13,260 012.14 Worker's Compensation 9.98 012.17 S/Sec. Medicare Matching 401 $ TOTAL 46,001 9. What is the total cost of each position including benefits, capital, start-up, auto expense, travel and operating? Salary and Benefits Operating Costs Capital Total Costs 121,804 17,104 60,000 198,908 $101,000 $0 $0 $101,000 Second Year $62,000 $0 $0 $62,000 Third Year $35,905 $0 10. What is the estimated cost of the grant to the county over five years? -$0 Signature of Preparer: K kim Date: ;zeLv Grant Amount Other Match Costs Not Covered Match Total First Year $101,000 $0 $0 $101,000 Second Year $62,000 $0 $0 $62,000 Third Year $35,905 $0 $0 $35,905 Fourth Year $ $ 1 $ $ Fifth Year $ IZI 1 $ 1 $ $ Signature of Preparer: K kim Date: ;zeLv INDIAN RIVER COUNTY, FLORIDA CONSENT DEPARTMENT OF EMERGENCY SERVICES MEMORANDUM �` TO: Honorable Board of County Commissioners THROUGH: Jason E. Brown, County Administrator FROM: Tad Stone, Director Department of Emergency Services FROM: Etta LoPresti, Emergency Management Coordinator Emergency Management Division DATE: January 26, 2021 SUBJECT: Approval of Resolution Adopting the 2021 Indian River County Emergency Plan for Hazardous Materials. It is respectfully requested that the information contained herein be given formal consideration by the Board of County Commissioners at the next scheduled meeting. DESCRIPTION AND CONDITIONS: On September 15, 2020 the Board of County Commissioners approved the 2020/2021 State Funded Subgrant Agreement to update Indian River County's Hazards Analysis. The agreement provided adequate funding for the Emergency Management Division to review and modify our Indian River County Emergency Plan for Hazardous Materials. The updated plan was submitted to the Florida Division of Emergency Management for review. The submitted plan, consisting of over 800 pages, is measured against compliance criteria established by provisions of Section 303 (g) of the Superfund Amendments and Reauthorization Act of 1986 (SARA) and administrative rulings by the StateEmergency Response Commission. Per our agreement, the plan is reviewed annually. Currently, Indian River County has 29 agencies which meet the threshold of SARA reporting and review by the Emergency Management Division. On January 21, 2021, the Emergency Management Division was notified by the Florida Division of Emergency Management that our modifications meet the criteria outlined in our Scope of Work and is therefore approved. The Board of County Commissioners' adoption of this plan finalizes the grant agreement between Indian River County and the Florida Division of Emergency Management. FUNDING: This is a 100% funded agreement to update the county's hazards analysis and review/update the Indian River County Emergency Plan for Hazardous Materials. No match is required by Indian River County. RECOMMENDATION: Staff recommends approval of the attached Resolution and the 2021 Indian River County Emergency Plan for Hazardous Materials. ATTACHMENTS: Resolution approving 2021 Indian River County Emergency Plan for Hazardous Materials. **Due to its size, the 2021 Plan is on file at the Department of Emergency Services and the Board of County Commissioners Office.** 49 RESOLUTION NO. 2021- A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, APPROVING THE INDIAN RIVER COUNTY EMERGENCY PLAN FOR HAZARDOUS MATERIALS WHEREAS, Chapter 252, Florida Statutes, assigns to the Board of County Commissioners responsibility for disaster mitigation, preparedness, response and recovery; and WHEREAS, with the enactment of the Emergency Planning and Community Right -To -Know Act of 1986, Congress imposed upon Local Emergency Planning Committees and local governments additional planning and preparedness requirements for response to emergencies involving the release of hazardous materials; and WHEREAS, each county within a Local Emergency Planning District is required to develop an Emergency Plan for Hazardous Materials to become a component part of the local Emergency Planning District Plan; and WHEREAS, Indian River County's Emergency Plan for Hazardous Materials has been reviewed and approved by the Florida State Emergency Response Commission for Hazardous Materials as meeting the criteria for such plans established by the Administrator, United States Environmental Protection Agency and the National Response Team; and WHEREAS, this plan is intended to provide the framework for the development of detailed operating procedures by first response public safety agencies charged with the responsibility of protecting the public's health and safety from the discharge or release of extremely toxic chemicals. 50 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA that: Indian River County's Emergency Plan for Hazardous Materials is hereby adopted. The foregoing Resolution was offered by Commissioner moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows: Chairman Vice Chairman Commissioner Commissioner Commissioner Joseph E. Flescher Peter D. O'Bryan Susan Adams Joe Earman Laura Moss who The Chair thereupon declared the Resolution duly passed and adopted this day of , 2021. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: Attest: Jeffrey R. Smith, Clerk of Court and Comptroller Approved as to form And legal sufficiency William K. DeBraal Deputy County Attorney Joseph E. Flescher, Chairman 51 V 1 G. Office Of Consent Agenda 02/09/2021 INDIAN RIVER COUNTY ATTORNEY Dylan Reingold, County Attorney William K. DeBraal, Deputy County Attorney Susan J. Prado, Assistant County Attorney MEMORANDUM TO: The Board of County Commissioners THROUGH: Richard B. Szpyrka, P.E., Public Works Director FROM: William K. DeBraal, Deputy County Attorney DATE: February 3, 2021 SUBJECT: Assignment and Extension of Lease between Lulich Attorneys & Consultants, P.A. for the Building located at 1612.20th Street, Vero Beach, FL On December 21, 2017, the County purchased the property located at 1612 20th Street, Vero Beach; FL (the "Property"). The single story, 2,100 sq. ft. office building is located at the southeast corner of the intersection of 16th Avenue and 20th Street (State Road 60). The Property is directly south of the court house parking garage and directly west of the court house. When the County purchased the Property,. it was assigned a Lease Agreement (Lease) dated August 1, 2014, between the previous owner, G & T, LLC, and attorney Robert C. Clark which is included with the Assignment and Extension of Lease (Assignment) attached to this memorandum. The County currently holds a month-to-month lease on the Property with Mr. Clark. At the time the County purchased the building and assumed the Lease, Mr. Clark was paying rent in the amount of $1,000 per month including sales tax. The building had only one small office and was previously used as retail space. The County had no specific plans for the building and kept Mr. Clark as a tenant for the.last few years. After practicing for more than 40 years, Mr. Clark has decided to sell his practice to Lulich Attorneys & Consultants, P.A. (Lulich), Steve Lulich, President. Mr. Lulich has been practicing law in Sebastian for over 30 years and has negotiated an agreement to purchase Mr. Clark's Vero Beach based business. As a part of that purchase, Mr. Clark will assign all of its right, title and interest in the Lease to Lulich. Lulich has asked the County to approve the assignment of the Lease from Clark to Lulich. Lulich has stated they would like to remodel the inside of the building to add additional office space, a reception area and a conference room. Any improvements would be performed at 52 Lulich's expense with prior County approval. An aerial photo and street view photo of the building are found below in Figures 1 and 2. Fiaure 9. Aerial View 53 41 (l( �. RlC7NIIfN/MOYtA Lb � M je Jt f Um O w c o u u u - p 125 h 53 Under the terms of the Assignment, Clark will assign the Lease to Lulich on the same terms as those set forth in the Lease, except as amended by the Assignment. Lulich will continue to lease the Property on the terms as those set forth in the Lease dated August 1, 2014, with the following changes: • The Assignment shall become effective March 1, 2021. • The term of the Lease will begin on March 1, 2021 and end on February 28, 2025. • Either Lulich or the County may, without penalty, terminate the Lease prior to the ending date provided written notice one year in advance has been given to the other party. 3 • Beginning March 1, 2021, the rent shall be $2,100 per month for the Term of the Lease unless terminated sooner. In addition to the monthly rental, Lulich will be responsible for any and all sales tax and non -ad valorem taxes on the Property. STAFF RECOMMENDATION: Staff recommends the Board approve the Assignment and Extension of Lease between Lulich Attorneys & Consultants, P.A., Robert C. Clark and the County for the building located at 1612 20th Street, Vero Beach, FL and authorize the Chairman to execute the Assignment on behalf of the Board. Y FUNDS RECEIVED: Funds received under this Agreement will continue to be deposited into General Fund/Rents & Royalties, Account # 001038-362010. Attachments: Assignment and Extension of Lease, Lease Agreement Copies to: Steve Lulich, Esq. Robert C. Clark, Esq. 54 APPROVAL OF ASSIGNMENT AND EXTENSION OF LEASE THIS APPROVAL OF ASSIGNMENT AND EXTENSION OF LEASE ("Assignment") is entered into as of the day of February, 2021 by and between Lulich Attorneys & Consultants, P.A, ("Lulich") and Indian River County, a political subdivision of the State of Florida, 1801 27th Street, Vero Beach, FL 32960, (the "County") and Robert C. Clark, whose address is 1612 20th Street, Vero Beach, FL 32960 ("Clark"). RECITALS WHEREAS, on December 21, 2017, the County purchased the property located at 1612 20th Street, Vero Beach, FL 32960 (the "Property") for future use; and WHEREAS, when the County purchased the Property, it was assigned a lease from the previous owner, G & T, LLC, a Florida limited liability company and the County currently holds a lease on the Property for the following Tenant: Robert C. Clark; and WHEREAS, Clark and Lulich have entered into an agreement to purchase Clark's business and as a .part of that purchase, Clark will assign all of its right, title and interest in the Lease to Lulich; and WHEREAS, it is the intent of the County and Lulich that Lulich will continue to lease the Property on the terms as those set forth in the Lease Agreement (Lease) dated August 1, 2014 attached and incorporated by reference into this Assignment, except as those terms are amended below. NOW THEREFORE, in consideration of the mutual undertakings herein stated and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Clark, Lulich and the County agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein. 2. Assisnment and Effective Date. Commencing on March 1, 2021, upon closing of their agreement, Clark hereby assigns all of his right, title and interest in the Lease, to Lulich on the same terms as those set forth in the Lease, except as amended by this Assignment. 3. Term of the Lease. The term of this Assignment shall begin on March 1, 2021 and end on February 28, 2025. Either Lulich or the County may, without penalty, terminate the lease prior to the ending date provided written notice one year in advance has been provided to the other party. 4. Rent. Beginning March 1, 2021, and on the first of each month thereafter, the rent shall be $2,100 per month for the Term of the Lease unless terminated sooner. In addition to the monthly rental, Lulich will be responsible for any and all sales tax and non -ad valorem taxes on the Property. The Parties agree to cooperate and execute any documents necessary to effectuate the terms of this Assignment. 55 5. Consent to Assignment of Lease. The County consents to the Assignment of the Lease. 6. Last Month's Rent and Security Deposit. The County does not hold any last month's . rent or security deposit. 7. Notices. The. County shall send all notices concerning this Assignment to Lulich at the below address: Lulich Attorneys & Consultants, P.A Attention: Steven Lulich and Jordan Lulich P.O. Box 781390 Sebastian, FL 32978 steveglulich.com and jordan@lulich.com 8. Future Rent Payments. All future rent payments shall be remitted to: Indian River County f Attn. Finance Department 180127 th Street Vero Beach, FL 32960, If Lulich wishes to make payment via electronic methods he is encouraged to contact the Finance Department at 772-226-1570. 9. Notices Concerning the Lease. All notices concerning the Lease and the Property should be directed to : Indian River County Attn: Public Works Director 1801 27th Street Vero Beach, FL 32960 (772) 226-3490 10. All other provisions of the existing Lease shall remain in full force and effect. 56 IN WITNESS WHEREOF, Lulich, Clark and the County have executed this Assignment this day of February, 2021. LULICH ATTORNEYS & CONSULTANTS, P.A Steven Lulich, President Witnessed by: signature:_ Printed name: ROBERT C. CLARK Robert C. Clark Witnessed by: signature:_ Printed name: signature:_ Printed name: signature:_ Printed name: 57 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Joseph E. Flescher, Chairman Date Approved: ATTEST: Jeffrey R. Smith Clerk of the Court and Comptroller By: Deputy Clerk APPROVED AS TO FORM: William K. DeBraal Deputy County Attorney APPROVED: Jason E. Brown, County Administrator 58 59 TA13LEUFCONTENTS 60 ). DEFINITIONS .................................................................................................... IPQEk,IUS2SANDI[RM ............. ............................................................. -- 2 ]. R[N1................................... --......................................................................... 2`3 4. ()PERAT8NG6XPCNSEAJ)]USTW[INITS................ —.-------..,----.. 3 1 DSB8F PRC�USE5-------------------------.---..--3 (i SIGNAGE .......................................................................... ......... ^".—'3 7. ASSIQNMENTAND SUBLETTING........................................................... ........... ;5 8. s.T0 1IRGMISCQ................. ....................... ................. ........ ^.,','—.^`..�~4 k LANDLORD'S SERVICES .............. ............ ............................................................ /� \& ELECTRICAL OVEkLOAD; STRUCTURAL 0VERL(AD...................................... 4 liPAkKIM(/\REA.S ................... ............................................... ......................... 4'5 |J. LEASEHOLD /K4PKWVCNEW/3............ ...... ......................................................... 5 }'). RDP \RS/\ND&4 lMTCNxNC[--------------.----.~.---.. 6 14. ALIEQATIONUAND IMPROVEMENTS ....................................... .................. -54D 15. IN ..................... 16. DAM ----------------.. ............ 17. REGULATION'S ............................................................ ' I$. EMUNL'KI'DK}NIAIN.---.................... ............................................. ..--.^^=.'7 ]9.����^^UL] /umam'4�--—..-----........ ---...... ................. ..__^~,`—..��� 20 _____....~ .......... 2] ' G�1D ....... .......... —�^'.,..,+.;21 T W� LANDLORD'S ov/xm,"n/ ........................................ J} 2+--^-----'-----------''—....__—= Ni U ' T ---'---------------------,—'.—_. Q 25. CONSTRUCTION LIENS ........................ ......... .............................. ........ .. 0A.1 Z& RACE K4/\ GU��,—_'—.------' — ................... 1 27. 8EVUK4B\LT'Y.................... ^-------------------^-_-- 1 28. HOLDING OVER ................................................... '—'-----.^._-.,-.—. � 1 29, KENTA SEPARATE COVENANT .................. ................ .................. ^,_---~ .2 30. JOINTAND SEVERAL iJ/\8{LITY............... ---.............. —^....... "''—'— 2 3l. &O3ENC£l)F{)Pl]ON --.—.---^-------_—_--, ...................... 2. 32. EN[ITY,&S]EUNANT------.---------_--_,,,,_,�� �.,.., ]l .......................... -34.,._------_.---.°',~~+..°`,^^�. �,l t IT 7JON 0FLANDLORD'S LIABlL[[Y— ........... 3) 6 NOTICES .......................................................... ....... ^`,.,�,.�=.r, ` 3 Il'------_-----^----------'—..^—._.' 3-15 jl _^...................... ............................................. �`�—...__—..� 5 3\ llADONU&S.............................................................................. '-.'`....... '"—` .� 40. __.________________.__.=`__^ 41, ........................................... 42. & USE EXPENSE ............................................................................ 41 GXBTQ[JS.;.6M8NDK1ENTS................................................... _ --.............. — G`1` 60 44. FINANCIAL STATEMENTS.............::...:................................:...,......-......-,_..__, 7 45. GUARANTY OF LEASE-1. ................... I, .................. 7 4.6. WAIVER OF JURYTRIAl............................:...:....:..........:....:.....:.....:.............. 7 47. WAIVERS 13YTENAN•I'..................................._.._.............:._..:..;:::.:.-.......::...... 7 4.9. VENUE....................................................................... 7 49. . ATTORNEYS' FEES......................................................... $ S0. TIME. OF ESSENCI............................... .......... ............ ........:::...::.._;;..:............,.... 8 5.1. 1:11"ECT O1: O1 LIVI RY OF THIS LEvAMi.................... .................. ........ 8 52. ACKNOWLEDGMENT-•--•................ ........... ... ... •.8 53. MISCELLANEOUS .................................................. 8 511. RESERVATION RVATION OfI RIOI1TS. -.. ._...._...... 8 55. SURVIVAL................... .. 9 WDEX, OF EXHIBITS: I' -'I,14 iit:"A" Floor.Plan !.Xhibil:"W' Landlords Work f xhil* T", Building Rules and Ikegulations ii 61 LEASE '11115 LI -ASI.: AGRE'EAC N'1' ("1 _eitie") is made this ._3L-.._ day of' AU6jjLr_. 2014 bct eun Landlord and Ten;ut, as hereafter detinud. WITNESSETIL. WHEREAS. Tenant desires to lease froth Landlord, and Landlord desires to lease to 'Tenant, certain commercial office space set forth herein: NOW, THEREFORE, for and in considenitimi of the rents and "•ill .other charges :anti payments hereunder and of ilie covenants, agreements, terms, provisions and conditions, Landlord and `tenant hereby agree as liillows: I. i ETINITIONS. For purposes ol'Lhis Lease, the folloWins, terms shall have tile ineani.ngs set lbrth in this section, unless tile context clearly require~ otherwise: (a) "Landlord": G.MIC, a Florida lirriited Nbility company; whose address is as fUIl01V1: G&7 LLC Atin: Satira A Meknas 434 Indies Drive Vero Beach, Florida 32963 (b) "Landlord Amount": Wills i'arg� l3;inl:, /Accountll ltl•ltal..a� �lufs?Et;ifi(��itkt'1':F, Payabtc.lv.G&'} .l~l.0 (c) "'feilatlt": (Robert C Clark ESQ), a - , whose address is: 1612 20`1' Street Vero Beach, Florida 32960 (d) "Building" or "Prof( --cat": The land and all improvements thereon located at 1612 20" Street, Vera Beach, f lorida.32960. (c) "Premises": As depicted on tate attached i-Niiibit "A", which Premises is stipulated by Landlord -,)lid 'Cenatit.lo. uon�ist.pf '—)Ot). sypare `feet of net. rentable area regardless of the actual mei pr(illE nt; [li -rl.l?]'. hJ1C PrinnSC$ t1rC. IUCS1fCd nr1 the first (1") Flour urthe 130ilditlg (0 "Commencement )ate": Except as tillierlyise provided in Sectiiin 2(b) below, F4, 2014. (g) "Expiration Bate": Twe►ity-Pour (24) Cull calendar months after the cointriencetnent Date. (b) "'1'a nn". 'the period commencing on the Commencement Date and, unless .sooner terminated in accordance with this _ Lease, .ending oil the L'xpirntion late. 62 (i) "Scogr4y "Prepaid Rew".-NI-ONA-L (k) "AP e "Applicable Any III, aplili.0b) liws, statutes, ordinarices, rules, orders, ivguha ions,. direeli'mis And requirements noly in forte or which may litreafter be enuted or proma 4.qed by 1 . �derid_slate, counTy, municipal and (1) Vermitted Tenant '$ general -(non7go Vern menual.arid nonmedical) oflice use only in com i npevilji :ill ;Applicable Lxiws. 2. PREMISES ANll TGlii�l; (a) Lw)dlord, in of 'tits 'Ba: R611 lind Additional Rent hereinafter reserved to be paid. and of t `Tenant; to be kept and performed T n, nl; hereby leases, lets and deniiws to Teitai6 'd �AaarJdirby 10ges nd hitC fro Lqnd)ord, the Premises Collimencing-on ihe,Coijio)-e M, '111e, Undjqr.4.!Pd-6jpat`C the,'fneiKellient Difte will occur on or More 2014. Dy, oeq.qpyFf,ng:tl).q P.tamisas, Tollrmll sbaill: be Co.hultisivtly deenvd. to brave aceeptedAw Prutn" )scs os comply it%; z ahzJ bbliaalk)ns, 3. tlmlgr.. '.&%e6Ait)ll brlhls LOKe by. 'Tenant, JVnant AA pay to Landloft! the Security. Iii posit . iind ffirst ,EB$e,Rd4tInd 'stili , _ - ataii i;l Date. Beginning on Landlord mbndAly, id..a fr,a V i llase R& in ac-s&&da'nue %vith he f6flo-wiy1g schedule, illus sales.tax thereon: A N, N . . UM MON'rnty .1 FNT (NOT -AEN 11 E'R -PL, MOD 1 20J4 jhrod 4. IN 00 i'llcludill:U -00 in vludhig.jtJvA;j4,q-a*3 1, 2{11 chant'" 48q;Ps in pa} 'ithout &man Je4ciipn,A)r.oFf$ e.t and in hcd:,,aWve- and-Addifipi), II—, . i6'i,':a'sjesLA- b- ed'b__ below', plus. I al e stales I 1palj4ot 'NAV 10 TOAT� gy#"ab AI asI AqW1 S&btioh v(bj 6r at such other -'a*dd'r"e's"s-i)r account as.- Ailldlato, I:Ija"11- &91gWq.'J11 "VA 0 0 1%.h.011111me tolime, ilii or be.orc the lust fat) diy.,:-df: Oic, -Jirst. (I st) day of t at is , ail tvdry setecssitro1kali radr, M0.11(tvll. eAft'el4fifig thb.fulT -'o thI S a vtbvi.O 0 'dAl*.?'.:af_4h 0' 63 (C) Whenever under file tcrnt.s elf this. Lease tiny sunt or ttloney is required to he paid by '1'ertaul in addition to die Base !tent herein reserved. w110ber or not such stun is herein described as "Additional !eat" or a provision is madc.tror the collection of said sunt as Additional Rent, said sum shall nevertheless, at Landlord's option, if not paid when due, he deemed Additional Rent, and shall be collectible its such with the first installment of Base Rent thereafter falling due hereunder. lit the event any installment or increment of Base Rent or Additional Rent payable under this Lease shall not be paid when due, a laic chargee of live percent (5%) of the tunount overdue shall be duc and payable (as Additional Renf) by tenant to Landlord Petr the purpose of defraying the expense incident to handling such overdue payment and for the purpose of coinpettsatittg Landlord for its attendant loss of cash Ilow. In addition, any unpaid amount clue front Tenant beyond filleen (15).days of being clue shall bear interest at the rate ofthe lesser ortwelve pereelit:(!2%) per tifnurn:Or.the higbest rate allowed by law. .t.. �jart:t•--o.'z-."z-'1".'f-i-('s-,X-pf~-f�fta{s-,4t-�3kl�i-�=F++i�i�i-�S: S. USE OF_PRLMI 'tnS. The. Premises shall be used by Tenant solely .or the Pennitted Use and tits no other purpose without the prior writtctr consent of Landlord, which consent may he granted or withhetc! in Landlord's sole discretion. Tenant shall not door permit to be done in or about. the Premises. nor bring or ]seep or permit to be brought for kept therein, anything which is prohibited by or will in any way conflict with any Applicable Laws, Or which is prohibited by any standard limn of fire insurance policy or will in tiny way increase :the. existing rate .of or atlect any fire or other insurance upon tate Building or any of its contents, or CatfSP a cancellation of ally insurance policy covering; the Building or any part thereof or any of its contents. Tenant shalt not du or prrnrit anything to be dune in for about the Premises which will injure or annoy neibEihoring arses, to be used f'or any improper. immoral, .unlawful or of) ectionnble purpose (as determined by. Landlord nor shall Tenant cause, maintain, or permit any nuisance (as determined by Landlot' f or b.ye h.W .tit or .ab. opt .tits Premises or commit or suffer to be committed any waste in; on, lir uUuut tlie: I to iaises. 'rel1Int, cit Tenant's expense. shall comply with all Applicable Laws pertaining; to T66anes itsCof`tltt l'ttif»iSe8 and with lite recorded covenant~, conditions Mid restrictions applicable to the J?rojee , re r !(esti of when they become ellective or appficabic, includin�lo. without limitation, ant aippliciible federal, state and local laovs, regulations or ordinances pertaining; to Lair and water gtaalityi liazitrtlqus. materials, waste disposal, air emissions and other environmental matters, all zoning and tither Bind lose matters, and the Americans with Disabilities Act of 1990 and Florida Americans Will .D1.6bilitios Accessibility lniplententation Act, as both may be arriended front time to lime (collectively "ADA") and with any direction of any public officer or officials vvilich shall impose any fluty upon Landlord tir Tenant tdith respect to ills use or occupation of tite Premise's. 6. SIGNAGE'. Tenant shall be :entitled to outside signs which eoutply Nvith all applicable federal, state and local laws, regultitions or ordinances. Tcaiant shall -be responsible for the cost of installation, removal at termination, ana titainfaiiitittg_saiid.sit"n in a firstclass manner. ASStCiNMLIJ'f AIV[)`St7l3ft'l"k(fVf;: (a) ' Oflatit Sbiall Orit Ess alt this: Li:ast ; the right t)f occupancy or sienave hereunder, or any other interest therein, or sublet fhe Premises, or .any portion thereof, without file prior written consent of Landlord. Notwithstanding any assignment or the Lease. or the sublening.ol'the Premises, or any portion thereof. Tenant shall continue to be liable Jbr the performance of the terms, conditions and covenants of this Lease, including, but .nut liniiwd to, the payment or Base Rent and Additional Kent. 8. ACCESS 10,1'Rt'M1SLS_ Ltiridlorcl or its ailthorized agent or agents shalt have the right to enter upon the Premises tat all ruasoiiable ti►tics far the purposes of inspecting the same, preventing waste. maintaining or altering; t1.te Building, petrorniiiig its obligations under this Lease, and making; such 64 repairs as Landlord may rdqtiVe., sbOwUng the Premises to prospective tonailts, morigagees and/or purchasers. if daring ft hist. ,nio.fit It. 647 the Textri, Tenant shall have removed sill or stjhstanlially all of Tenant's Pro perty therefrom, 1;-;Rj)dj6rd Iliay hotm4diatOy enter and Aller. renovate And redecl;oratc the Premises witiloul -elinlirlatioti oy ALitemetit of Base Rent or Additional Rent or incurring liability to Tenant for ally - comficns-allon or, Base hent �enj.arld Additional Rent and charges payable under this Least: and such agts shall 11OL jno:40 upon this Lease, nor shall Landlord have any liability to Tenant for its removal or d.isposol ofanY. -majil Vrpperly then remainflig in the ()remises. 1. . .. fq o6d'."Urility Seri -ices, 'including, Water & Sovvr, Garba-C & Waste, to the Premises lare-'SqParawly tmetered or (:Barged. Accorditigly, riotwiilistandinr anything to the colitran, provided 1 ' it this .Ulla( Tcdtltiyi shall be i6sp6mible 'for estabils0iing it separate uccounis -for all electrical and utility t is ty's6iVkds and. fior-*p'aviiity-.,AII61c�&tFi&,,II and utility hills when due. in tile -event any acedtin maintained by.1til ldlordw!''taint hall be Any litiliti., service in of :es.i illbe'd1iffina lty-Iiiii'dibrd Had pair!. Within tell (10) lvtt%iness days of delivery. s IIIttedI. 6%-T�` n :(b) . T eN . it .. t agtda. ., that .-UndWd is only responsible for Building Standard maintenanci:.4ild Suiidigi6l�da a ! .., ­_ . , (lir 1.111ildift, *11vith elr-dotnilO iwSect.ion 11 if othe r �Serymes. or r, more com . plew or spgcial Over Buildhig Standard) are r.cqUj , red , 11ten ena , 't.slyall be. SOIC(V fle atridltnd fvr 4py.:pspetises vid e0sts (srany nature withisoever Asso'64 wed witi, slime: ises and, costs 617 no fib r tiny.. expk:) Y nAturd.,w arso6ver a I ii -6 1 li. ofUrr 1 h cing-,& maintain' S n,pint 101"improvements J n I lie. Prem ises ja Lq t: . P 1 4 , iq and sca'6% irrigation s nitorja 0j'etio.r Pnos"PaPT& P. ystqln. drivewap & parking lot esj an drailive, 'doom, . in., ows;-ricp. aour7�'. jit fk-�Ure%' b4li)-s-'k-ballasts ill the d sgurvicil% 40 OPP.tating . , Intl .,mantalilng arty I anttog, vinitilatioji), al'r-;Qpd.tt*jOli1Og (11V AC"), b.h:sd MiVfiaiiicil , Cleetrca] xniilq, roa ingtpa,Kenises. HVAC o indlOdd,WW out waiPiell xt4TV ' Service contract_ ylih sad Atall;be 'erste A : info c vveew vilinA( acteirs Such Si rirct: 'COMPIct X! A I d ijwludt:, wi-OT&A-1 wit I)II nalve los.-than on .0 quarterly ba-si thirinb year u.... ypi yq.% grvp._�ipa e shall be 14401ift- hating jeqa cjcrm alldy,Any so. uantial repairs .cir in pro," 11*1111.s' d by -:1-C' Wit s iii -I 'I 4iscosed-t Lam clim It coniplew a [for tit -writing awill: be filet tail() Permits arid. n ac6oi8111p,7,10" -Elie 41 1 enunI Ot ipn� will N nd rd oiis s 4) MRW qP A rom, kcl '11_406�11not .150 fitiblOb Urohy amages directly :or iif.diicttly regoMixg.) 1i :�, . - cc u or a i . ic , '-shall A AUW6. I f -i6i ex 'bit d b nor. _oby. it. `i' ie _y Imison t roll hijfE foffitAll"U, wivJ11g: I In 0j;AM4 br 10 a) A , p io o', use U iiny equipment In contwc to of (lMid. 1. ti turnis ling, 'arly S116 -y-1 y, ily.. 41aily, tiiviSw,bv-.acmconifloo Oy-oly ddcL torany M 0' il�Of Wvt leYet p. essaxy, repairs, r on.pr i or to the i3ily.pilgipr,'O t So....-Ilay-goy'd ithiel --pid is or r.6 ietions it'. e porary re pet 1111,6victjoh 6f TN' fit V 'the- a 0,;% Collsttu Unit or re ie a T0140 rot dui} of6 Awo e PrQW�,. thii 'd ... 11—filift u autonitiiiies RA60V O -A R__kiW--A vAWC.-P40rig; apes pro ed:']jyLavjd)ord4o"e Cip the A 65 the use of the Premises by the person parking the vehicle in the 1':uking Facilities, Vehicles shall be parked only in striped parking spaces arid not in driveways. loading areas or ether locations not specilically designated for parking. Hattdicappe l spaces shall be used only by those legally permitted to use them. Landlord reserves the right; from time to bane, to adopt, modify, and enforce reasonable rules and regulations governing the use of the Parking Facilities, including any key -card, sticker, or other identification or entrance systems and hours of operations. provided that any such rules and regulations shall not be elleetive until at least ten (IU) days after i-tndlord delivers notice thereof to Tenant. Landlord shall nut be liable for any loss or danrrges on account of such interruption and no such interruption shall cause an abatement of rent or operate to release Tenant from any ol'its obligations under this Lease, 12. LEASEI.10W IM1'ItOYl Nil (a) The Premises are rented "as is". without any additional services or improvements to be rendered -by Landlord, to [lie absence ol•such tut agreement signed by the parties, Landlord is udder no obligation to make any such alteration, remodeling or improvement or do any physical act or thing; to. the Promises except to the extent, tl any, set forth in Exhibit (b) Any Mind all expenses and costs of any nature whatsoever attributable to the installation, ntaintenatice antl!ot removal of telephone equipment, t:ttniputer equipment and the like :shall be burnt solcly by `rent tt; and.should Landlord ineur costs in association therewith, such costs shall be Additional heist heretinder and shall he paid by 'Tenant to Landlord within ten (1 U) business days fiallow,ing.Landlord's tender,:(ai Tenantof an..invoice.iorsueh costs. 13, REPAIRS_ AND. MAIN --'NA_NCI.:: Landlord will, at its ova cost and expense, snake necessary repa rs'ol damitg e to'ilie gtr.iictural ri'ientbcrs of the Building;, which inch+des the:l2otil; tixtoior Walls,aud SIRb ..antleSS 1i1y swell (lana.Igi 1St,{13 tied by acts ur on»scions of 7 Crlant. its agents, ctisu>mcrs, employees, principals, contractors„consultants, nssigns, subtenants nr invitees, in Whichevent'! count a*alt bear the epslof such rept rs which coyly hall be Additional Rent. 'Tenant will not ittjurt the Yremises'ar tire i3ttild1119 and will ntninlain_tlit. Premises :in a clean, attractive condition and in good repair, Upon termination of Ibis Lease, `tenant will son'ender and deliver the Premises to Landlord free of its personal property and in brourn clean condition, and in the same condition in vhich they existed at the cornniencenient of this Lease, et,cepting only ordinary ivcar and tear and damage From Casualty as ties forth in Section 16 hereof or from a governmental laking., as set forth its Section 18 hereof: .14. ALTr-RAnoN5 ANI) IMPROVEMENTS. 'Tenant shall make no alterations, additions or iinprui emetits0o the remises ( eriL ri_s'") without the prat>r written approval of Landiord; including without limitation the. lrcgiiirehidnt that Landlord approves tile. contractor selected by Tenant to perform such Alterations. Lt ndltird �hall::not arireasonably withbold its.approval oi'Altenaiuns to the ulterior of t1w...Prcjnises provitledAAC; the Term hereof—shall remain in or upon 1ite Prerni5CS withtwt comlx:mrttintr 10 "l_ceiant. Litiidlord iiiay, however, b ° written teguest, teyuire Tenant to, Prior to ex.pirt0ton or earlier teiminatlon ut`this Lense, remove ariy .Alferat on and repair poo damage caused by such remov at. All bd` ` eniini's Furniture, niOvab.le'rr�de fiati►res kindegtriprnent not attached to the Building may he rCiaivved b)i Tenant at the termination tsf thistease, ifTenant so elects. and shall he so renjoYed, irreodired by la ndFiiril, arid. if hot so :removed, sh ill rit'the option of Landlord, become the property of Ltind.lord. To "thc tXtent Tgntint makes <in}r Altt rhitions andlor to the extent Landlord on behalf of"tenant under tiny %upplcrilental written ngreeinent m ri:eti.. atie-h. Alterations, and as a re ulr ehereol' it can be dacrrilined that stick Alter►tio>ais caused un irtLiexgce in real cstiife taxes or insur,:ncc premiums, then Tenant shalt be responsible: for re tti}tut �ifig:'L atidl:ord for such inereases as Landlord may incur, mach reimbursenie:nt to be cons tiered Additio la1 _tent: T.e not shall lceq 11w d'r mises and Building free from at:y liens atrising f`rojr _tiny work - performed ill a csrilahi:e with this Lease. All Alterations shall be constructed in aecurOa teo witli all. letlerzt 'state And llk:hl rules acid iegulntions, including, u°ithtiut limttatign, the A 'A 1.3; lNDEMNr y, Landlord shalt not he liable for, and l ernint will indemtiiiy and savg Landlcird :lt:innless iif aiid fr"ciin, all lints; suits, damages, ctaint derii.intls, leisks an&actioris Oncluding� rcAsiiillMe 1ttt�rncfys' fees inti }iaralegale }ces) (MiLlber incnrred in court, otit 6f court, on appeal'.Qr in bai kfttptey :iir IIdministrative p'rbeeetliiip) for any injury to person or`.ilain rgr'te or 16-';s .dl proparty on Or ahiiiit the d?ren}tsps trod 13 t ling or tardier daiinages sufferedor nieitrted by'].andlbrii arrs►it Dirt of, or c;auxed EtV ;tilt utie pridlor:t9tcup tkcy;gf. the PrcmiSes or l3tiidding, br ilii 'tit g{'t(;ence or inJ"Sbbndt2irT cit` lireacit cti i1Ps Lease oC atty;l2ulcs:atid ttL ultitions•frnim fiine to time in effect; by_.Teiiiirlt, its:-empilo3.ees, n�ents prtnrtpals, contntciors consitItaiits, assigns. aubien:nits in itccs or by any cider perstjo eilkmi ; tide. !?remises. or the iintdi Tg unde..retipress:.'0-i implied invitation of°.'Teiiant. ufik:ss such induty.or dartttibe. �4as;t ausettl,;st}lcly by L a,t4lvrd5 grcns negditi nci . 1G1 jjAtVlAt) f �YTll?EADR`IHL ELI iVtCil+t`t':�. (dj air 00 e:vc &that the Building should:tii. tut tllydt,str9yed b fire tor,riidu oratlter asurltg, pr to ih� recent tai l'rct>titse5°ur:iicitlding ghE)vrld be so dnmagecf triat rchuilding ur repairs canngt 1 tutnplt ted ttltttt'` ix � (Gti) trays after lfii tl.itc iif'such damage, either Landlord or'1 enatzt,;na.t ,Ott, ts,: opt c tt lYy.tvrrttt tl`Adtiee to tAc tiElit.r #inert nut inure than thirty (3U) days til}er tltc date ttf stretr 1xlL;Ur o(iii r s asualty, Icrtnkmitte this :),nese: lti such event, the Base Kent aiid Additional #tctii �ljaiil lie 1bt;Eird` ilutti L fife iiitetiptreli.tk*ioii`Ufthis.`i:t as"c effective cuith the bate, ofsuch Afe,pr•otltvr;casgntty._ (ti) tit#lie xverit:tine:i3ci l lin :or.ttie l'renii,esshoiiid bdaieta-e . y.f'tk, utii'd snn t}r Slitter rasualCy Coveredi � b? n&oi'd's mstiraTice but only to ;stich ekitnt 3iiait rLbuildtii t►r reptitrs can bc; egnipleted ts;tttrin s►xt- (f#) gys nftcr the<datt of ju h,clanttrg� or it"tht thinlage �liut ld ase more seraoiis bot ne,itlier 4findlard tio; T t nant +wlect9 to to mmate:[ltrs f . a e, thein L utidlw d aliafl, ;}�rciiiiptlj� atter tri : flats; oi`stiE,G ;+�di»agt:.cir Set=h rleCitnn,,cpmnienc.e. trJ,rcbutld oi'�reparr tlte.l3uiidiiib aritlf�t• ilii .l?t�etnises;atitt shall. proccctT �ynii ie�tspnutslt dthgeitt a ars rCstor� the i3uilciiiig andfor the l'rCnlises to audisittilttttliy lCie Saint Fondittotr to sv)titih tt/th�y nsltvkfe tniint udiatcly poor ii, the ltappeurng e,f lite t atsualty, accpt Etiat: l�anllorct �hs�ll tltit l?r rrcLutrd3p reb>ulti,.repatr t>r rplasce tuty p,irl tlj)ft� :lirtrttttire;:etlttpiii+rait_ ltitii; by 4fidlbrcl,abattrst loss cr tlaintt t .tQ tfte ;I3lijlditt # rir to; Lutdltlyd<arsd;tnttler p. T01. l? l3#i71 DITJ[, lttJi AIvD l�} Gllt xi iof "Tenant shall tat lifulfy Ulzst rve and tcomply wit}i`tlio fetes Yttii r%tiYzitt:ns tintiexed to 31i'rs l..case as i xhtbit �C "and nil :rensenrtllc trnaendments rind 67 modifications thereof and additions thereto from time to time put into effect. by Landlord (the "Rules and Remil atioils"). Landlord shall have the right to unilaterally enact additional Rules and Regulations. and amend the Rules and Regulations without the con.wnt of Tenant, and the sante shall be effective from the date Tenant receives notice thereof, regardless of any past use or practice by Tonant in the Premises or the Building. 'tenant shall acquire no vested rights as to its use of the Premises Or the Building as relates to Rules and Regulations. 'Tenant sl►all and docs hereby have an affirmative obligation to norify its agents, employees, principals. assigns, subtenants ana invitees of, the contents ofsttch Rules and Regulations and oC this ],case anti 10 assure their compliance therewith, and "1 enam's indemnification fo Landlord under Section 15 hereof includes, without hillitation, Tenamt's indemnity to Landlord for any claims, losses or damages resulting front 'Fe itant:s breach or the breach by its agents, emplpyecs, ,principals, assigns. sttbtemmm 60.invitces.of the Rules anti Regulations. 18. EMINENT 130MAiN. if the whole or a portion of the Building Shall betaken .for any public or gnasi-public use under any statute or by right of Eminent Domain or Landlord's procured sale in licit thereof; then at Landlord's option, but not olherwise, the terns hereby demised and all riights of Tenant hereunder shall immediately cease;►nd terminate and the Base Rent and Additional .Tient all be adjusted as. of the .date of such termination. Tenant .shall he entitled to no part of the award made fo), such condemnation (or other taking). Nothing in this Section shall be consin►ed its prohibiting Tenant from oinking tan independent claim against the taking authority Ibr Tenant's loss; as foil such claim does not fn any Way decrease, limit or otherwise adversely affect I-tudlord's claim. 107 R-NAMI'S DEJ AULT. (a) Tenant it shall be in default of its obligations liereundcr, and anpxenl of default shall have oecttrred, upon the occurrence of any of the following: (l) TenariVs failure to ikty the Base Rent, Additional Rent, onany wthe.r.stuns payable hereunder for a-p:griod.of.three (3).days alio written notice by Landlord; (?). Tenant's failure to deliver any subordination u(;'reeinerii, estoppiit certif icittes or either instruments. or other documents required to be delivered by Tell' I u ader- Section 2j- all (5) days ;after written request therefor; (3) 'tenant's Failure to observe, keep or perlbrin any Of the other terns, covenants, agreements or conditions ofthis 1 -ease or in the Building Rules and Regulations 1'or a period of ten (10) dans after written notice by Landlord; (4). The bankruptcy of'1'enant or ol'any guarantor of this Lease; W Tenant, or any guarantor of this Lcase; snaking tin tis§iglinient `fti the heti'eljt nf'=.5:'i�itorc; A receiver or trustee being appointed for1't•nattt,.or: airytrartiiit{a"r ot'this Wase, or a Substantial Poriioii of7'enanYs a►ssels or the assets ot'any guanu�ti►r of tliis (-.caste; (7) Voluntary petitioning by Tenant or any guarantor or this. Lvasc,.for relief' under, or otherwise scoking the benefit of, any bankruptcy, reorganization,. arrangement. rranm geent .qr insolvency law: 18) "tenant's deserting, vacating or abandoning any wbstanfitil portion of the Premises or attempting to imortbake or pledge or otherwise encumber in tiny way its iiitereA -hercundcri 68 (9) Tenant's interest under this Lv;vsc haing,4,614 It!"31 Process: under .&-,,cc tion or other (i.0) Tenant's Itim-cm under this Lease. bbeing modified or ithered by .an 41111111110eized assignm'em or subletting or by operation of law,. ( I I ) Any or the goods or chatiob, Of Tkinaiii: used in, or i:nCident to; the pperation ofTmiant's business in the Premises being or impounded by virtue f, or raider ambority of. any legal proceeding. ('12) Tenant's failure to pay tinitly.,lbe Brise kcmi.:: Additional Rdfit, or any ,01her suinspayabic hereunder when due for tivoi (2) Lonsectifixv in' for I. ow. -1t tir(4) months in arty. Icilgpo e4lond-ar-year, no rvotice Nybutsoevertubu diieTvnmli VfomLtifidl (13) Tonant's fitilure to operate Bunt i -imp q.5 g :pprinal business hours . !Y Aprio frog! the Ncffiist*sin a fully staffed, fully equipped nu nne W/o'. by Section at..: r ;t� jton .5 pf this 04) 'Tenant's l4ilurc,to take occopaq4-g r-thoTfOhis I -Sit'' 19 to&red q$V )ell IIAC bylandlp.rcl to -reoant,ujniLss I*OnAnt has pre paid lase -Jkl4itrind Additjoh v overihe: i1po bjt'. Upon :the -occurrence.-T an3 i u, tuber ef. it.191et4ttft.:Or-,g,yoit7.b�.f.O*tilt.under this Lease. tjte event of a of Ilic forptoing;;j dl �J 6y. IkIppplittigg. Lan. 0 tat its z - ctitin, Apalv t-kcms6:OIXY.one :6rn)ort: of *..f Civ -AM be ileemLd- P OU& Ib6--,Oift -lifty btbers'herein. listed -o 9 TOC -:r orwiqe 0.. U .. I t, Y I at mc, S11,111C , I I . III - c Dr -In subset tent limes or act tins: undgr. the le<t3 rind rt eiitei and the Pfetriiks and relet yr attOwipt.f, I et'110 J stwlv-ierms� ;rand t6rititin, sas Im nd 11 lord Iv mi bo peni t! H h mi 66)) iippr� !)eeknecl W ttq-%,&Al*0,by accepted. it r of cabal Itgla .r tntitt 1Jable fru. art: °40" 6, ;POIVI to irate atxd Addhii ed 10 It ne"W co er by,rppt.ti enter 19i Milani Accelcrate Mid iltelare the entire rem W'thc art :tali 3ttl;e: 104Kd- Umpaid. S, ppurR ty X),qpq*sit, ediatctY.due and Volk 69 (c) All rights and remedies set forth in this Lease or otherwise available at law or in equity shall he cumulative and may be pursued concurrently or successively. Landlord may resort to any one or more of its available remedies or rights, and the adoption of one or moree such remedies or .rights shall not prevent the enforcement orothers concurrently or thereafter. (d) No re-entry or r:rnking possession of the Premises by Landlord shnil be construed as an election on its part to terminale this Lease, unless a written ncitice frorn Landlord of such intention is delivered to'Fcnant, nor shall pursuit of any remedy herein provided c6tistitute a Forlcilure or waiver of any Rase Rent or Additional tient or other monies due to Uindlord hereunder or of nny damages accruing to t.rindlord by reason of the violations of any of the terms; provisions, and covenants herein contained. Landlord's acceptance of Security Deposit B3 se.atent, or Additional Rent or other monies following any went of default hereunder shall tint be cimstrui d tis. Landlord's ti rover of such event of defartdt. No tiitbean»ice by l.rendlord ui action upon any yiolulion oYtir`cach iWany oribe term*; pro» isfons. and covenants herein contained shall be deemed or construct) to coiistiltite a %vaiver of the terms, provisions; and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies upon an event ofrleFCult shall not be deemed or construed to consfiti le.the relinquishment of the right at any time thereafter to pursue such remedies or a waiver of any other .violation or default. Lcgal actions to recover for loss or damage that landlord may suffer by. reason .of termination of this Lease or "the deficiency from any reletting as provided lits above shall iheit.ide t3ie expgnse of repossession or reletting and any repairs or remodeling undertaken by Landlord Following, r;possessio;t. 20. CONfRAMIJAL LANDLORD'S 11L'•N. Landlord.shall have -and '.'runt hereby grants to Landlord, a lien and security interest upon all 'goods, war i. •e. ui merit,. :ixtures, Furniture, improvements and other personal property orTenant.prest;ntly fir" loth ttlity Ili izittaller bt situated in the Premises.. and all proceeds therefrom, and such property shall not bu. reincived d rcfrotir without the consent of Landlord until all arrearabes in Base [tell( nod Add; tonal ftejit its" "t►c11 its .any and all other sums of money then due to Landlord hereunder shall first have tJ boon part! tnv sebq%. ,oj and allof the covenants, agreements, and conditions hereof have -been fally co*iiphed'ivitti aiid'.perforined .by 1'6ant. Said lien is"tci.secure paynrerit.of all Base (tent, Additional tterif<arit! other adios oftnonty beconiing rfue hereunder from "Tcnant,. told to secure payment of any dama6rs of :`lizss'uhicEi l "aitdltird "iitiy stiffer by reason of the breach .by 'tenant of any covenant. agreement or `cotidifion contained herein. Upon the occurrence of all event of default by Tenant, Landlord may, .in additiciii to any other remedies provided herein. :enter upon the Premises raid take possession of any and all goods, wares; equipment, liXtures, Furniture. improvements, and other personal property of Tenant sittiiil"ed oil .or in tlic Pre» rises, without liability fortrespass or conversion, and sell the same at public.or privtire sale','with or %vithoitt having such property at the sale, after giving 1'etuinl reasonable notice of thetinte and place of any public sale or of the lime after which any private sale is to be made, at vvltich safe Landlord or its assigns bray purchase unless otherwise prohibited by law. Unless other+vise provided by"hw, tufd. without intending to exclude nity ruler manner of giving "Tenant reasonable notice, the requkenment of reasonabii;.notice sliall, be met if .such notice is given in the manner prescribed in Scction D de..itn Witli "N&kes" to tats:. Ltase-;tt lens[ .live (?j".days before the tiiiie of sale. The r;tbcc'c.ds from aiiy Sueli;dUp sition, 16is anj"unit all cXpeiises cbnne&Iud with the .taking 'of possession, holding "ani) -3elli:tib :oE'.Ihe-pro}ierty ititilitdiiig;:.rriisbriable attorhe+ys' and .-paralegals! .fees, whether incurred in: court, out of c6iii!, fair it Ei'111- tipfcy or administrative proceedings, and other expenses shall be iipplied tis a" credit •iitaiiist the indebtedness secured by that security interest granted in "this Section 20. Any 9tirplus AiAl. be phid to Tenant or as otherwise required by law, and 'Tenant shall pay, any deficiencies forth» �itb: 21. SUBORDINATION L-S'fol'1'irl CFRTIFlCATV,,S. In"consideratimi of the execution of this Lease by Landlord, 'tenant subordinates this Lcase to any deed;" of t onvey, ace and any deeds of trust, inaster teases, security interests and/or mortgages and all rgnc%vals, modifications, extensions; con.Widaeions and replacements of the foregoing which might o Jiereafter constitute alien upon the 70 Building or improvements therein br therean or upon file PreMiSys_and to zoning ordinances nances and other building and fire Ordinances and governmenlal9 .re ulaiibhs reljiji ii!, : lo the v se ol'thc Ouili - iq;. Within live , (5) busincss days Ulowing Landlord's demand, Tonant. shall I . I exectitelm.id ocliver (a) any instruments, * in the forin(s) requested by Landlord,'for the .piirlp0g&,()!'Cbtli-litiniitioil ihe fbregoingsu,hordination ('1111d)OUgh no instruments or act on the Part of 'tenant shall be n6wss try to 14eaua'te7 such subordination), (b) any estoppel certificates certifying that Ons Lease is tiarnodified and iWffill fbrtie.andell&ct (or, if there have been modifientions, that the sante is in full foitearid A 113 A10 MW.�aind statbig the mad i ri cat ions)- itfr& that there arc no defenses oroffstits thereto ((jtktatijvg thdse.clafimed byfan'n()4 the dates to which Bise Rent and other chart 4es have been paid; and such. to this Lease and the Premises as the 1 �ndlord may reasonably request, and.(c)rcILIAaes nfid/6f-.pfh6r downients that may be requested or reqnired by Landlord or any Otirchnsar or'aq lidider"OT ally In the event the Building is sold or subjewed to fibrtclosum PrAce . dW ' T A 11446mxd ffi� �40 inp enant a uiser and recognize same as Undlor(Lunder this Lowe. in the e.V*C.nt Any Profte'difigg"a k be6 h 1 - w `fOr.cchL*k6r- ori i the event or tile exercise of the power of sale under �.in ",94 or 46adf Jbf IrOt ,nnade by'Landlord covering the Pr. noses, TLnant shitIl 31torto tie 64ch.IS�C t it IIInY Wel &_tofu evintee ol'a deed in fieri or Coreclost i X and recognize stith purclaser or Ian1eva a id16ra iUitier.this Lease. 22. TRANS interest in the PrLIZIllses shall be mitomatica)ly it from and 1,11er'the date "o 21. Wnis.; covenAhm. pityttieiit 61­13qie.Reia and. Oj persolts ewtrnipgby, UP WAPI,, 5j;=S4. ieff CNIC111, 0 Fany- transfer of' Landlord's r yeti uy u 1 purposes 1- ofily, the transferor Iffies On".t liport o. Landlord acerain It Nis ?I WRY":duly potlbrrfted till of the, Oust OWits part to ibc-pei'llpfili0d, including the S _jlpeacefiilly and of ScOjon 2-U.-abovti&bsv U n4lc)td tiiid. All r 0 ltrin I the provisions :M SECURITY, 08110SIT� fi!4116 a, wi6n f' this Leasci hils- XCU dep()sited with Landlord tbc Security-!) 00'-dt', -WhIA) Aill brr M.WWj.-by Laitillord xvithwt liability fol- intervstoodds- o -6bliL)iAtiohs. under. this 2!7� s� Y.'utIderttop iat -sue -.,.d I�easqj. it being cxprts I P.sil dy Bast Rentor AdditiclnaJ 0000 'Ods t '16f T- �&fhWtA T -mt. Up6ri 0 'A. j V7 bw I the A. t oi;Currence n:i -01atin"I&W11 PT;jIl ice 0 arly oiher available remedy, use.Ojjch depasEt ta.ihe ehthnt tiecess ry to Ma Rent, Addiiionai Rem and any ether dinjury. . " ,t4go'ge 0tr causcaused0 .HARY to LmMord b. event pf'&filult. VW 101 XII , 1w, any such ­iipllIi44i6jizlv 'h It �ky- t L' fidl f.d P po ' Wit's ff 6 a 0 M' , to �-t Ohl; 117 deigand i40,0014 "10 uppli� in order i I re I nO flilftt, cs the gifts Ithvc ilii Q '-6 ' " 1' 1 "­:"AA�j, �ft� fi u j � 0) 76 iS­..""­'Ih- 411 --k" — on in tile. Pro If jjte '� Y0111 jila JAW .0 01 no 4� 116h or Ji to tti1»t Es; est be''pl tet it e ' PVUSI permifted by - Sedtliori l4 .and E V , a` 0' - r br.d OP0,04 W, .0 .tris MR big' r imptoVerachit TL tdfi on ng � te arm iereo Py rcradwal ieri ticNiqc; caused by of ttkletn kdniairy V perffttT�tlStled. pr 71 ohlitinlion incurred by or at the request of'tenalit, and in the case cif the filing orany such lien Tenant .vi II promptly pay the same. Ir'Tenant has not satisfied such lien or transferred it to bond within ten (10) days alter written notice from Landlord to 'Tenant, Landlord shall have the right and privilege, solely at Landlord's option, ol'paying the same or any portion thereol'ivithout inquire as to the validity thereof, and any amounts so paid, including expenses, interest, and reasonable attorneys' and paralegals tees (whether incurred in court. out of court, on appeal or in bankruptcy or administrative .proceedincs). shall he considered Additional Rent hereunder due from Tenant to landlord and shalt be repaid to Landlord immediately on delivery of it hill therefor, together with interest per nrun)n at the mnximuin rate permitted by law until repaid. (b) ,Landlord's interest in .the atroject,sate Bmllding and the Premises shall not be subject to liens for improvements made by 'tenant. `}'enant, shall noYif} .every contractor making such improvements ol'the provision set lbrth in the Preceding sentence: The parties abnee; should Landlord so request, to cxccutc, acknowledge and dclivcr, Nvithout.chaige to the other. a nremormidum of lease ill recordable form in accordance with Chapter TO' 1'lorioa Statutes, containing a confirmation that the interest ofLandlord shall not be subject to liens rorimproventents; 1rinde by "tenant to.the Premises. 26. FORCE MAJEMRF. Landlord shall not.be liable or responsible for any nonperformance or delay in perforilial ec resulting front, and whenever a date or period of tine, is prescribed ill this Lease Cor action to 1w taken by Landlord, the ditto shrill be extended and there sltall be excluded from the computation of the period of trine, any delays,cltie to strikes; riot9, acts 61' God, shortages of labor or materials. theft; fire, public enemy, injunction, insurrection, court order, requisition oi'other governmental body or authority,: war, governmental la..vs; regulations or: restrictions or a. other causes of any kind whatsoever which are, bLyond the curitrot ,of'Lnudlord (etieh, a " 1%orce iviiij,� Event") Landlord shall not be liable or responsible for airy loss or daMag;e to arty proberty or Ilie.detith err iiijt►ry to any person occasioned by theft, firs, act of.God, pu'blicene"m �, igjui ctinh,.riut, strike, insurrection, tsar, court order, requisition hl'a guveriinicntaf body<rt`ntitltuiti. , fid-ofher,tcnunts of the Building or by any other matter beyond arc absolute ciinirQ{ of Latidlard: or.for dtf injury °br:d5nti;ee fir inti iiit iieitce which mt►y arise through repair or alteration of airy pari of The BuDdil'i `, or.l'ailure to.in*repairs, :or front any cause whatsoever except Landlord's gross negligence or iilienti.Ultal.act. 27. SEVERABILITY. If tiny clutrse oi' lirovisitiu of this !_case is illegal, invalid or unenforceable under present or future laws crfcciive during the Term of this Lease. ar any renewal hercol. then and in that event, it is the intetttioll of the parties herclo that the remainder 01' this Lense shall not br: alTected thereby. and this Lease shall be construed without such invalid or, unenforceable provision in such a .vay as to give effect.to the intent Hereof. 28. 1IOLDINQ OVEN. 'file lailttrc: ul`.'Tcn;tnt 10 surrender the Promises on the date provided herein for the expiration orthe Term cif this Lease (or ar thc. htiiLahe L case nttiy be ;terminated otherwise by Landlord), and the subsequent Bolding opt r by.'! s if. int, .vith S r'�vtthUut the r rinaent.at Lattrllord: shall tvsult itr,tlic crratton u1' a tenancy at ufiemusee wid:1'c n,t�tt shall., for au zitrr ittUn of stick tei>ancy, pay double the 13ts;e trent and Additicinal Rent .(tayablciat the wpir,tism.ol tlai� Lease hoe 'Ellis provision'doLs not hive Tellant ally right to !told over at ihC Cxl3lrr1iloit of Ile `1 entt o!'`thiS;Letise, and Lanclicard's acceptance orally Base Rent and/or Additional hent iollowin.g the expirttion cif this Lease.slritl trot be deemed to be u renewal of the Lease'ferm, citIter by operation:oftaw or otherwise. In addition to.paying Landlord the increased rent, Tenant shall defend, indcnmit'y,.prolect and'itold Landlord harmless from and ugainst all claims, liability, damages, costs and expenses,.i.ncluding reasonable At: rneys' fees and costs ofdefending the sante, incurred by Landlord and nrising directly or indirectly front Tenant's holding over in the Prciniscs, including, without limitatign; Landlord's da titabes `icurred as a result of such tenant or prospective tenant's terrt»nilting or rescinding any lease or-rcfiusing to enter into the prospective lease of 72 the Jlremisws as a direct'or Wir&t rdsult dl'ppanes holding over. The provisions of this Section 29 shalt survive the expiratiori or tetinination of 'this 1 -ease.. 29. RENT A SEPAR-ME COV8NANT. T it enant Aiall not tier any reason wi lillold or reduce Tenant'N reqoireii pinymen'tsoil'Basi: Renfland MdRi6rial Riot vit and other charges provided in this Lease, ii being expressly understood acid agreed hy.4he partie=s that. the paY.Ment of Base Rent and Additional Rent. is a contractual:toveliant:hy Tenint, that is, independent tit. the 011ia covetiants of the parties hereunder. 30. JOINT, ANt) S EVERAL . LIABILITY, If -tivo or more individuals, eorporatlon;g, allnersh.ips, or other bt#ines� as qiution so s:tnr any eqlnbiwition. ofiwo or morethercol) shall sign'this Lease lys Tenant. the Imbility—cif 60 such IrldivIdual, corpoiation paAnership or oil! - busiiw. assmialion 10 Oy BaSeRebt.91nd and perlitrm hill other obligations bereunder shall I)e deemed to be joint. and sever -Al. If Tenant is a- partnMhip.or oiher bosiness association. the members of which are, by virtue p ,prso4o).Maty. bili the 'Tenant's exectition of bis Lease shult c0scattie "t .. hil -66 . it . trhent: , 61' 66h or member to bc:;Jointly and sever -illy liable with tile. partftcrship; 66ty tier or indit ber bitdirectly executed ihis Lease. d 31.. AB S MCEJ-0* :Ovnotc tilnission of -this Lelft:to Tenant does not constitute-ano1ree to.. ".Se:tj7 , i -.`Iiiid thit&I 60"n- tividdeliWit); by I�pan.(of thinI-etse to Landlord does.116t: constitute a rtger"d.6; lib.ftt 6p-fi6ft 1,40he Pi-*eii*i,is'c's,-'titid'.t-i,iis Lease shall bewmc effective only upon 32. ENT -PTY- AN 1-3 N-1 If. 'Tdiant is it -offIOM66h, partnership, entity or other ;i1tion each eU e Clia by :w . arrants An W&T, se ow.-Whii1forr it, iiere d ccrti msjo nsfj�. Person; jq=, titilig- k ink 4irid adthj*i?zk:d t do business in thq..Slut prr. )jZrgafilze 311 goo S 4ii Landtord,thdt' 4'enodtJis Adf.. d W d* FloAda and has Elft} I �­I, Lease of'!*eO'4i-4.hereby ,f,ull,j,l�ot.,.� 980C 0 qtd 41001 4114t W onsite is aidfi6riz�d and efiipiomlere t Wn& fl. ims Lz;Ak ale: Vvent ally of 96611. m a Is wh' 'C" tel ; e, A9t al;,4�p_k lhiig�,�%'O- rcd '11, it ..", ... - > &;4- Lease shalt Tin I Felfant.macolp.6r, -o$PP rt 09d- hites regularly- an facts I , is 0 A IN in oWlierS1110 r oil. pol,� I *s liowt !i t6,6t;�46�, m1*44 w I le L or business 611 Lidng. brl-danht- t�jcr* �.U01 Ch ige ol`owaershi i' -by, sate, 4A merger;lissign cic est; rierger; AWW.#qfioh, oppratibil 617 -law -Qr Qjhg g. vyitlyp . le prior rillpri opilsam ,.o. 'Yj ut, tj w ItUt s Irn b Laridloid Jiimll cLnst ' c. A.&Rult.p. jj.m Te i nt H lVay.c.-all. �k la: w Q, li lion to 110617Y ti. OT Ininiodhilely Land(pr _s 4t gtfj &t; IM 61 iiihm wuraij'ts4hfivit lin lloi d6ift-with.11.1) k ", tri ERA 9COMMISSID iess i�ilm all 0,6i nuilty. a pg. N Ye#%onabic. Amo neys 1191d AM t k. ON 41 Y any: Agent i t 'er tba-h the Ur cr� A 'Ur �8. N Ui& Will jetismi - 5 ,Arlhliq6tidibri thereof NVIldn"I the T -C lidd(d lil . i- _5 LAW )d­XIaFZC,d­%Vlt p -6'44 6MM-Lan'dibW shall NiVt-fifilt" lid X� U, d' to. oirbMI such- Igat f0b w %gkh shildRiAM -Ailli W oe , as-b"40Y, ed1 71*"" "quir q ..'sup e Y WWI,: HOe;*C6.1i, er Y 5pecl ying'all etal Igg, to yerne . any 64by; p5ert onn, su Ioft- 0: the event a?fny,drKfat,Et hyt,sndlord :that 6 A d 'd it 'g9fib .0 111., Its: Oil 11 .0 T 73 it may be extended as provided above), Tenant's exclusive remedy shall be an action tur actual damages suffered or incurred by 'Tenant. No dciault by Landlord tinder this Lease shall give Tenant the right to terminate this Lease or withhold or otherwise abate Buse hent, Additional Rcpt or any sums payable to Landlord by. "tenant tinder this Lease and in no event shall Landlord be liable for any special, consegnentiat or poni(ive damages. if the holder ol'the first mortgage covering the premises shall have Riven prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee rare to be sent, then 'tenant shall give such mortgagee notice simultaneously with any notice given to Landlord to correct any delault of Landlord as hereinabove provided. Such mortga-ce shall have the right within thirty (30) days (or within such additional time as .is reasonably required to correct any sucliAcrault) after receipt of such notice to correct or remedy such default:before Tenant may take -any action tinder this Lease by reason of such del'ault. Any notice ofdcfuitlt givetrLandlord by 'Tenant shall be'ntill and void unless simultaneous notice; hits been given by Tenant to said.first mortgagee. 35. I..iWFATI©N OFLANDLORD'S RD'S LIABILITYY. In the event ot'p'amster m)d assignment by Landlord of its. interest in this Lease and/or sale of the Building containing the Premises. Landlord shall thereby be released from any further from and after the date ol'such transfer, and Tenatit agrees to look solely it) such successor in interest of landlord For performance- of such obligations. it is'specitically understood acid agreed that there shrill be no personal liability of Landlord wild respect to any -of the covei-mus, conditions or provisions of this Lease; in the event of a breach or default by Landlord ol'any of .its obligations under this Lease. Tenant shall look solely to the equity of Landlord in.the :B.gilding f'or.(he. satisfaction .a.f "T`enant's remedies. 36. NOTICES. Arty notice or document required -or permitted to he delivered hereunder shall be in writing, and 'sti.iill:.be.°iltlivered fig the' party. -to mhoti •directed at the respective addresses set out -in. Sections 1(a)'aiicl (c):°alit5tieor sut:h`:.o cr-address°desiSiiafett by tilt appiicahle party pursuant tot written notice delivered iii ai ccit4fncc xvith this Section 31. tJclivcry shalt be only (i) by hand, with delivery being: clot n)etl contpleie: upon act t;rC receipt by the pi tety to whorti directed at The address listed; or (ii) by U.S. CcrlittctT.or Re istc:red Mail, pottage prepaid, return receipt requested, with delivery being dLumcd complete upon .idle e,►rilet be. ktual tcc6j)t by the party to whom directed, or three (3) business -days after deposited with the U;S:..Postal Service; or (iii) by.tiationally recognized overnight delivery company; oust prepaid, next day delivery designated; with delivery being dcumed complete upon the earlier of actual delivery by such company to the.address it) which.directed, or the -date on which delivery is attempted by the delivery company: 37. INSURANC E. (a) 'T"e iani.A.)all'not ,cUnduci or permit to. be conducted any activity, ur place tiny equipment, 111trterials or -other items in., on or about tlw Premises or the Building, which will in any -%vay increase'th Hite �T Cirt :or atabrltty or casually insuraute czn the Building_ Should Tenant fait to con;ply with the forego tib<:coxeturat on Its part •to tie peirurnie& 'Tenant skull rciniburse Landlord for suet) increased a.." wit upd1v writteil debaiid thcraiir teii6i Landlord, the same- ti) bt: c'onsidered Additional Rent payablo1wreunt:l r. (b) Tcnant sball, & Tenanfs sole expense, obtain and keep in force at .ill times during the Terni of this ll -wise, ctiinprehenAve- "cneral liability insurance, including property damage on an occurrcnct: basis, with limits of iu5t less than One Million Dollars ($1,000,000.00) per occurrence. Two Million'Dollars ($2,000,000,00)'_in the aggregate, One Million Uulfars (51,000,000.00) Pers -oma) Injury — Employee Ex6lusions Deleted anti Five Thousand Dollars ($5;000.00) Medical Payments, insurintq Undlord and Tenant auainst:any liability arising out of the ownership, use, occupancy or maintenance of the Premises- and: all areas appurtenant thcrcio. TenSnt shall also obtain and keep in force during the 13 74 'I't rnt, xt ".t'enant's soft! C I. fire legal liability insn}:atice in an amount of not less than $100,00)0.04,. 'l'l e liaiit iuf said .insurance shAll not, howcvcr, limit the liability of'Tenant hereunder. '1'cnanl may:carry .s4tid insurtince i►ndttr a .blanket policy provided that no claim relating to another luCation shall :deers~.rsc .or impair tlx, CuverQ' , tivailable.yvith respect to this Lease. Tenant shalt also obtain and k-eep iia foxce dui inb fhe 1 c rul. at 1 enarat's stile cost, commercial Limbrellaiescess liability of one Million 0-a Iars (.$1,0004000.00) With,o combined single hinit inexcess (If amounts set forth for the comprehensivp general,:3 ab l ty:itisu..cailce' 'tenant shall also obtain and keep in lorm during the Term, at Tcnagt's.;suiis. cost, from .and 4I, iitst alt • .orlm.cn's etampensation claims as required by statute. and employer's Jj.tb l ty, claitfts 4vtth l,iri is Of at :lt<itst Oiic Million Dollars ($1,000,000.00) Per occurrence, 'l*enttltt shaII .l)roVlde evil nti& :cit' all fiuch ni uratnce W Landlords 1m sling LandkmL Landlord's tenders) (Mortgitg.ee), .fined: 1,aiiti3giri's roper'tjl htiutager as additional insured. tt'•}'-'--f-i}}fFt?^`'i�kiii'Ef}ii1?it?:-iF?-QFl: i-`.t�it'i-.. s: tis- }- ' r . �.ii:. ••-iiiY.1.....Fi+tifir."�>. �r 9ie.' }'rift'?i '^.t -c^• s-: •�.,,. li: ,tit . }?tY•:H'd1'.�i,f;}`t's i�'}'-tt--.Iia=iJil.�}i`i'i}t}',r4'•Hl':i[ra:rYii}i' • }., 1 i '..• s 1 } --�.if . l;- .. ite^in't'._.ry'Y•'}ilii is=i,?m• �.iUa/,rd:r {>'fc:•C}}• ^T`I'tat!-mi-tipTY }e?H'.. 11• 3Cfkt4V"^'il" ait';:,�'t a"i�'itaT�lt-'►► nEtt:UC` r T t 1 �►7^�}`�'- Y:Y,� •'•�i; tJ i. 1 �E 1� 3 1 [ 1 (� ',� i}JtiEitli t f+r { t3� IAF Zi iG�-�'�C�t`ti?ted ite,e tjpK}tfA?ot--i 1, IfsV rtlt lid ttF �.1$itiMl k-+S?E: f 'cit`.}3.7?}}i3t•113i4Ifj<3}rfl',�n#.F+i'}a?H=-1 ti}ri:/:? ti?.iilt-tiiir3?:}i}!F3 i�t}i'isHit'�fY?Fiyi��: sits;trr{;t1iEi�, FSS?}#•f^.-}tbXV. •ti}":`!t,ic){3":i;j4�.,ii.t��i►rl'�'•¢t►it�iFiiii;kaflr.}11-tit-tF►tlt�r if;.}}j?t3tG-ft+-:ir11t•':iN-.�N:fiiil t'r:jhfr�•- . fid) All :inst}ranee pohc ieti r+ quircd. to be ofitaitted and ntatntaiitt d andel tJt►s i e�isi: siaiil! Gc �vt it to t onipatay or s;ompar} es liccnsed to:issue.the relevant infiuranrre, I{ctnseJ to.:do :Gitstnesti tai.: thir:'$tate of l lorada andm. re"O'Abty acoc pt€able io l.antllorti. S.ticta insurance compatsS;_ctr cotnliat7tcs shall. tach. have a O toy. 046' 4.d:'-� caf na less than "A" in the most recent edition of 130 5t In�urattcE fZe0rotts . m),Po' l:i y s1iaH be,c.tnCeJabtc, t purged altered tar suljc,ct to reduction of awpragt, exCept ttlb�r fhtrly t)} f:nox tnuait; ogcupantry of ;thir J'ttimtscs> lncll poticirs tCttsurai ntatntainetl vy l`f tttatatttau lac art a iorm:and sitali have a subStairCl, acceptable o Landlord and I`enant slz':ttfiptovrt#t< satisfactory .e>ttdZnct ilial till prcr»itlms Itu; c begat pied. Tenant .agrees not, to vit�la"te Ur .jlenntt #�s vtcrlated dT}y,ofTJae et3ltdtttc tis or provtstom cit iJae haSunlice policies rtc}uired to be furnish lrert urtc(er,.. annntilp 't..aridlord of itny frc or oilier casualtyJf '1't:narit fi♦its to . rncure t#: matittam triSt►ipnCc AS tctttii ed Il rt>,einder, Lant3loid may. -do so, and 'f ena nt shall,:t}n .vrtitej, clt mdttd::.�zs: Acl�ii#tuttat Licht', rets#;isprs�L-andJorcl,dor..ntl�ti}ctitirt��ca;nt:ntletJ by:L:tiidJca}-t}.tu:pibctire anil:iriuiirtani:;;rrcfi insurance tteh,:tt:ttar>arttt _ Il )?e pnt»ar3futn�contrihiuin -mid not itpJst}' as exiesS lU?'aaly titf'er instiranc4 sS red y zr airutlabt� Cii;l ndlo> d or �tny MurtLugec_ All insurahcc evtiit nce ,Wlll be prcta<i'd is tc:lran¢lorchby 7'tihdnt an.d�tt�hrt r�E�.sianEibiy�satrsfit.�{cr} tti: t::aticJlorti: . ► 1 ettalat toIts titvn- bt h:sJf Aird t�ti behall�:iaf any insurer unfer any rrr�uraii rr pt?ltev t�#ttptncd layttn�t{tt heritstit}rL right pt recotrery ;('Jegitlr t $jtttttib-l'or' �thrrcvasC�,iibti#pzt tii4 i�lattllibrd,, and. t(aC et}tj;tis)ett�, sdblt.ss+:e4 G�cns�.es: ciai�esStUr}t►art,s uiiri`a�errts:'of alar Id100r -ftp.ui t and til! c lu}tnsi joss damag .ane(regardles+ ;vf type: chnraetCr or tl sCrtPt l p):•` eaws,�d ley or taesult�rtg froth ralt inured ttga?rtst ttttdt r fitly Pi►Tit yes canted or requiredo b.cxrriJftl by" ...0 tat .lrttit;,reslleet;ty tart: l�temises;,the f3i iid10g ar:property lodatdd ihcrrin't?e 4rdkss cif ivlaefliCr 5aii'' Jt?Ss *7r damage vvss diiectly':ortntttt edb the negliger}ce~ pl th`e` i,attd.lia-Vd;: tite sntp(uyt es, Vit{ lessg�s; iGeriset s edtt�estiiprt tres;sar apent$4 t1tC: Londlt rtl;. or 60 'Now; fl Upon t antlIorit's written request 1t?r pante, Tenant will provide i tthd Orel W-4,lt' ivnitert evrtiencg oi' i'ettttnL's etahipllance wath lsoblct;$taons unrfcr than ?ct ttsan 37 ]4: 75 (g) Except as otherwise provided herein, whenever (a) any loss, cost, damage or expense resulting from fire, explosion or any other casualty or nccurrencc is incurred by either of the parties hercto,.or anyone claiming by, through, or under it in connection with the Building anis Premises, a,nd (b) such party then is covered in whole or in part by insurance with respect to such loss, cost, damage or expense or required under this Lease to he so insured, then the party so insured (or so required to be insured) hereby waive,,.; tiny claims against and releases the other panty t7om any liability said other party may have .on account of such loss, cost, damage or expanse to the extent of any amount recovered by reason of such insurance (or which could have been recovered had such insurance been carried as so required). 'l'lie:parties agree to furnish to each insurance company which has issued or will issue policies ot.casaalty insurtlope .on the Building and Premises, written notice of said waivers and to :brave the ittsurattce pvlcisrs properly etidorscd;_ if necessary, to acknu++•lt:dge such subrogation ++ti�ets. 38. ItI7'LO LUL)NQ. This Lease shall not be: recorded without Landlord's prior written consent, a,id ;tny recording hereof, or attempt to do so. by 'tenant shall constitute a detiuult under this Leas;, no curnllvc notice to Tcnant from Landlord being required. 39. RADON GAS. As required by Florida Statutes; Landlord notifies Tenant as follows: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has aecutnulated in a builditrg in sufficient quantities, may present health risks to persons +vho are exposed to it overtime. I.xveIs :of radon that .exceed federal and state guidelines have been found in buildings in Florida. Additional informittion regarding radon acid radon testing ratty be obtained iTom your county .puh.licheolth unit." 40. NON-MSLLOSUR . ` L-nant agrees lhat it will not divulge yr disclose to third p tht es the lerolsii pruvjs ons .albs conditions of this Lease; provided, however. Tenant .shrill be . rerinitted: to disclose' thra :l iusc to its olfit crs, directors, parhtets or shareholders, attorneys, accountants t►ttd ;bthbir similsrprofessional consultants that h we a. need to know such information, any governmental �.gencias�to tvltieti 5iic1l dtsgkisul�'is it quired. Briefer law, aliil pursuant to subpoena or other legal proct�sa. '[ pant=. breach 61744rs Secfton 40 shall constitute it default under this 1..case, :no curative notice to'f:ettalnt from landlord being required. 41, 11ALARDOUS MATERIALS. (a) Tenant shall not cause or tx:rmil any I-fazardous Material (as hereinafter defined) to be brought upon, kept or used in or about the Premises or the Building by Tenant, its abcnts, principals., employees, assigns. sublessees,. contractors., consultants or invitees (collectively. "Tenant Persons-) 'Without the prior written consent of Landlord, which consent may be withheld for any reason vvhatsacver .or no rettstzn at all. If'Temiw breaches the obligations staled in the preceding sentence, of if the presi.iics:urllti ardiitls Material on -the Premises or around the Building Caused or permitted by any tifthd 1 enattt;:!?i:r ons:iesttll�•iti.(a);.anY contarnination of the Premises, the Buitdin?,,, the si►irbtiiiditt area(s); the soil c�k SUrldCi. rir;t rott►id Zyutt i:iir.(b). loss ur dadiage ,tsa. persuri(s) 0 proliertj , orift onta iYin�rUt ii i f tiip `}'retrtlsos or -fie 13ulldtr►g or the surrounding areas) by.l la°rardous Material. otherwi C well :>¢r tYtiietI ,lay Of tire fond Ycrwm is:::legally, actually or facluttlly liable or responsible to Landlord (or aiiy Harty claiming, by lhrou; h or under Landlord) for damages, losses, costs or expenses resulting tlri i'efrom; risen Tenant:shall be solely respansibie:f`or all costs, expenses. and amounts required. to reniediate,.i;lean. up:nnd -correct;sucls_ matter and Tenant-shatll further fully and completely indemnify, dclend and hold hartnlless Landlprd (or. any Marty claiming by; through or under landlord) from any and all claims. judgments, damages, 'pettalties, fines,.costs, jiabilitics.or losses liocluding, without limitation: (i) tlintinution iti. the value or the Premises and/or the Building and/or the. land on which the Building is located:midlor any adjoining areit(s) which landlord owns or in which .it holds a property interest; (ii) damages for the. joss or restrict' n'on Use,: of rentable or usable space of any amenity of the Premises, the Building or the. land 15 76 on ivhi&h-` he,Building is located, (iii) damages arising (porn any adverse impact *bit marketing.of°space and OV) any suets Haid in settlement of claims, reasonablc attorngs and partlewa3ls' 11ee (.►f ether incurred in court, but .Cif court, on appml or in bankruptcy or administrative proceedings), consultants fees .ttod;c �)i rt Ams. that arise itiriiig or after th,e Tenn of this Lease, as may be extended. -as a colisique»cc bi' web t:attt arhinAttoii, This indemnification of Landlord by Tenant includes, %(iithhui tartiiti tton, 4osi5 incurred ::iit connection with any investigation or site conditions or any clean-up; renie.dial, 3rernovtil.. r resiciria loci work retlutrcO iiy any federld, stateear local govermnemal agency i�r '{�titlt#c it lidrvis tiri laccau,i, A f . f .artrdotis Material present in the soil or groulid %eater on or unfit r frac l'"retseti 6r. Me. Buildi!ig... (la) mithoitt limiting die foregoing, if the presence of an) I I' dvus 1vlatt 60 ,61, under tar tabout tfip..Prermses, the: l3tiilding or the surrounding arras) caused or per tted [ yuiy ttt:tT C. 1 e bib t.4 -10m cults iii (i)'iniy cotltarnination of the Premises, the Buildittll, the. iuribuddilig Soil. ur ;atiffacc sir groond .Faatetr Pr (ii) loss or damage to limon(s) of jimperty, Hien l'eiipttt shat{. tim1wd}dtt,ty notify .Landlord tit.' any contamination, claim of contamination, WAS pr tlpt 7agt: And,::al`ter coiistil{uttti y and Approval by Lanlord, take all actions at 't'enant's 'Sole expense tig. arts necessary ttr; .tppralartatt~ la rcturri tbt Iyceintatsthe 13:uiltiing,the surrounding are;a(s) and tht 5©►1 or surftqe;;or 1 >ourrtt WttGr tb tlti<;:t prtditttln existing prior to tTie iritroditt tion tiC any sue h 11a7rdeus lvlaterta! thertiC.ti, such tlytst tlrcctitlt-tnienated areas are ;brought into TO com *fiance with all applicable statutory regalmlons :Hiatt statitlarcl$ '. lte fr)regoipg ObUgat ons and responsibilities of Tenant shalt Survive tht,.e xpuatt .9 rlier tt:rtijtiatrpti pf 34trs 1 ease: (e !45 tistt! .lereiiar the term "1^larardons R9attrt:rl" means i+nji: 'PinzlreIn:tts or ;tiXc . stbtantta� riare rE#(IiiY t�A�Ieattitpoing;,liut hot limited to, diose endvites ltstetl cit tlita tinite(ttatt�s Ueptirttient of Tralispnlilitron. tiairardou,Materials f 3UIc'{d9 Cta It ;t2 IOI or fsy tfin: 1.nl rotttricttilttl 1'rottittton Aen4 as ha ardour;substanct:s (40 CFR Firm 302).1k Ad etYdra is 1><teTt to, of :stall► aKtb tams, ;n%ter7Alt and tie€uics dint are or liecoine regulated under zany <tppl3cahle Yoe al, Mute or tedei I llt� t, "Wazardaus klhtenztl" includes an} and all inacrial or subsuilw3 �vj "It Ari lef1be73 :ts; Our Irrtas.'tivaste' eZ_N rtely hazArdaus Waste or .a "ha?ardoua siitistari4e' ;p{Irsi'tlia t iv lociil strife flr': fectctut ct�cr�tatieiifal 1mv. "Hitiardous substance" includcs, but is niit rtsir aid !ii} asl�st is, pcltyiiil4tti i(ihea�=fs: 13'sa) .;}tehalcuni, ariy aiid..tlt .triatcrial or sub5tahii ' icli are'classtficd as "bttlhxcaii3t5tts" or `"bratagiial t+ e" (.ts such tmrtns arc ttclinzd -by ! IdAda liiittn)Isl3ztttva. C 5 c. "}� 1 G ") :r4`h�pter t i 71?, es an ends d .liam tune; ;tea :tints), nett extren 4ly °bazartiotart; :+ �ttsl '' '.v aeArttcai �•sttls$t itu t'" pursii:►ni to lC lert 1, Mate or Jt>cal governmental law. dj Lairtilcird tend Its nectils altaiIf have the right, but not the, t14tY► to titslat,.tl tl1G: 1ntsainmhetyttdteemofthrstis ey� 6en riotl raR.fs t ctntpi#attt +: tiitlt flats Beast s iaait{}foril..sleti11 liuve lire right it) immedta3c, �� enter> ttpott #ie 1'relniSes. tq rCtttstty. at 1 cttattt's expense ally;x ynt.tttta)ttltton raefscel::by 'I'�nttnt's lttthrre to t ontpt}� nvi+rtlbstiartf}rlb Ftt.y Qtlter.piov.rstow,q this Leas€,_ landlord sl:alt u :se.canttnettt lly rex on�Iblr forts t tiYltarlttite: ttttet�t' Itt;L6 !t'l e,t abes busiposs'.1i sltatl. »ot b4 l.lttbft` !r?r tflty inter nCir,eatlseci t)tereby; () Atiy titin cotnpilance b3 1 enfint with tts duties resptinstbtl�tsi ltd Qlingatsosrs under tats Secuaia d2 sham cottstitu�e 11 default of ,tle ,lease, tw nottcy of any neat pe Vmm l.artdl�rt)10 't'trnpnl btbtt>g ret;vixstefi, } lii�V 1 TAX—"USE .I X)'1 NS} . `1'eri'a slinll: pay- 'nal be fid W,#nY ttlJ'tent 1, iter trpar. 3> `fay; in cgnntG4iott �►Vitll II►tS:. L;ts unit w thea Lease, :sutlt paynaci .by "1.'entun: pliftr .il>c tcctus::ui` lG 77 shall he paid concurrently with the payment of the Rase Rent, Additional (tent, operating expenses or other charge upon which the tax is based as set forlh above. 43. l:XHIAITS:AMFNuit4fiN'1�5. All Exhibits attached to this Lease are hereby incorporated into this Lease: by this reference as if fully written herein. This Lease, including the attached Exhibits; contains the entire agreement between the parties hereto and may not be altered, changed or amended, except by -written instrument signed by both parties hereto. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord and addressed to 'tenant, nor shall any custom or practice which may grow up between the parties in the adininisiration of the provisions hereof be construed to waive or lessen the right of landlord to insist upon the perl'ormance by 'tenant in strict accordance with the ferias. hereof. 'rhe terms; provisions. covenants, and conditions contained in this Lease shall appt), to, inure to tltes bcnefit of;, and be bip. ding upon the pai`ties liereto, and upon their respective successors, in ffitcrest and legal repres4ntative,. xcept as otherwise herein expressly provided. def- FINANCIAL STATEMENTS- Within thirty (30) days afier Landlord's request, "tenant and each guarantor shall deliver to Landlord the current f ina trial staternents of Tenant or guarantor(s), as applicable, and financial statement of the two (2) years prior to the current financial statements year, prepared by it certified public accountant. including a balance sheet.and profit and loos statembill for the most recent prior year, A prepared in accordance with generally accepted accottitting principles consistently applied.. 45. GUARANTY OF LEASE if, as a condition to, acc:epia;pgc; of:this Lease, Landlord has required one or more persons to guaranty `tenant's pt rl'crrnartcc. of rite territ : ancf prof isioris.01 this Tease. 'such guaranly shall be in form and substance approved by Lattclloirc . Sueh.ii►slruriieltt shall guaranty ftil`ly. all the of 4i ijons.of Tenant hereunder, including perrormance of tction,; and- paynierit of money:, atilt' Shall bcG ran ter-Minahic by -the. guarantor or 'tenant exceptas- may be permitted by .the terms of the gua6atity'instrtrni6fit, The termination, whether voluntary; involunfitry, hj.:.gper0c?n_ of la%v or otlt.enyise, orattempted termination, of any guaranly shall constitute a deraull of this Lc t5c, nn.notrc� afsaeh;tlefttult being=required. 46. WAIVER OF JURY TRiAL. LANDLORD AND T NMT DO HERF.13Y WAIVh TRIAL BY JURY 1N ANY ACTION, PROCLEDING Olt. C'OUN-mRGL.AiNi.BROIJG, HT BETWEEN THF-, PAWIVIES. I=ILRcro Ott TI.1i 1R SUCCESSORS OR ASSIGNS ON ANY MATfE'RS ARISING OUT Oh, Olt 1N.ANY WAY CONNL;CITI) Wi't1 L TI -115 LEA-SE-PHE I'll E USES, THI BUiLDING, THE RELATIONSHIP OF LANDLORD AND'fE:ivAN'I,'fFNAIU'i''S USEDR. OCCUPANCY orrHE P1tE�flSl $, A.NY AC'T'ION OR INACTION OF ANY PARTY, .,1NWOR 'CHF RIGH"t 'CO ANY STA'I`U'hURY iZ:tLtCih UR REMEDY. •47. 4VAIV:CR,S 9Y TENANT. In the event Lattdloril cotrnierictally.' pro to enforce this Lease or the landlod/tcnant re:latignship Uetiveen the .parties: t)r 1'6r )tbn p<-ryinerit of i3ase :Kent and 7l0!.tronal kcit.(of any :n.tture whatsoever) r {rddnryna) .Trtonics iuz_LrtnillgYd trt�ni �'eltantltntltrr tlj'is Lease, T nattt shall -ntti intcrpp�e any noncompulsory countemlahn of yvli gayer: liature or description :Tit tiny Such proceedings, the intent of tills provision being tliat Tentint shall not ttc-pl*ohibited from pumuing a claim against Landlord in an independent suit or proceeding: In the event Tenant must, because:. of appl.ieable .court niles; interpose any counterclaim or other claim against. L:mcilprd in Landlord's proceedings, Landlord and Tenant covenant and agree that, in addition to any: other lawful remedy of Landlord, tlj)on motion (if Lindlord, such counterclaim or other claim -asserted. by `Tenant shall be severed out of the proceedings instituted by Landlord (and if necessuryi transferred to a court of appropriate jtirisdictional limits), and the proceedings instituted by Landlord. may proeced to final,, judgment 17 separatt;ly and apart iron) and without consolidation "with or reference to the :stet►►s. of.each ci►ui►terel.tim or any other claim asserted by Tcnant: 48. V6NUI.. The parties hereto Agree that any acid :ill sttita for any tt»tl every breach of this Lease shall be instituted and maintained only in those courts. of ei►mpC1441 jurtsdre.tiott in ladlan River County, Florida, and the parties do hereby waive any right either ut'tltcnt ntay haze tU in,ist on :venue nit any other location. 49. t1'1`P()KIVLiYS' FEES 1n c:onne.ction with ally liti�Wttlott tUn Ern�tt� the enfi reemerit or interpretatictu o1' this Lease, the, prevailing party. shall be untitled tO retp.ver ttS..ct�sts k.h,d reasonable a'ttorney's fLes,: at all trial and appellate levels„ and in connection with all medtattotts arlihm6ons :rind bankruptcies. M the event that LantllOrd incurs any attorne},%e lt,c.s ors.oats rn i onnect fttt c4tih cul)rc tiny any suits due to Landlord here under or in connection )vitlt arty default .by `l'enant; 'thou l'rnar3[ sinal! ,6iinbuM'c . l indlord, . as Additional Rent, for such cost within -icn {1 OJ `buitness days.:feilltita`in ; t aiid,lord's teiteier to Terrain Of an invoice. S,l) 1'1i1i1 E01'- L•'SSL'NCE. '1"sme is yfthc i ssi )0*c withm's, to each part1YOce..of its tibltgltions idcr this !..ease. it t Ft t;CT OP DELIVERY RY OF 11915 t LASE. LnncilorSi has. deltttrt�d If copy of this i ease tea 2 Briant )or fenant's review only and. the delivery )twt Uf dor s tirtrco#Bute art tife> ;o`.t,t=ntint ter tthtl: Optjo» to.,lease: This Lcase shall not bc. iifTectivc:until :a ctalty ixi WWI lsoith:Landlord ttttd I`ciipnt is xft livered fo m1d acLepted by Landlord. ob. Af )CN()WLi !)G}✓►Vlf>t'l, 't?u. parties gcknowle4go that they:,ltatie yearn liils;I ease, (isi trtc)rtdr Sts £: lttbtis and attachrneuts) is its cyttitCt}; thtt.t.titcy.,are fap))ltnr with u.4 bf•thz terrl)s i.�vttiatits,. prat stottti #trtd conditions set forth iherc.#n and that iltr.te .ire 41ct oi6 >cpttsertEatt tt�, un c alfitstits, cY�rraniirs or agrerrri6r3ts concerning tltts beast which do no 'App 6W16wrttiug ttturthn The li�trttes }urthcr hcknbvledge that the terms aril) provisions coriii►rned ti4ithtn lhrs t t ashivt .bcert #itlty, t'reel and firirly taet±btiittcd :by find l>ettvet rt tht tit artd shinll nut ate• son"s him)t a tf ctiht t tt y ns: iha tlr ffer nfih is i case: 53. M15CI:LLANEOLIS. The Sliti.l le, lecllta»-ntnt! atIIrag]Ytplt lit adiitgs lit tilt, Lease rice 1:tir cottYc rttc.nce df reference only and steal! trot; Affect the tntetptetatftinr .i onstt��tott, �r mt arttr � of ilii terrml of this:! ease, Arty n;terettce to the tnbscultnc, �emutttte:er tttti[er �ettdet� shnl2 iiiclttdt ail taftters: 'FhO ljluntl Aa be substituted .tor the simajJar, 3111n1111rr -:0, f vibe: vy l?h ers; to do act tit' lar es ,lae>etn::iit. P �t tto}t. the c eruc t nifty require tiuch substitutrrtn or. utiat►tutro3ts `k1tt. >vttrd "1t. tmin "hereoF' "}tt rZti3tdt r'! at►d tithe words i>f stntil;tr ttnpori shall r'ttcr to tiffs cE3tti� 1 ease. #i)ttl 13vt;.�cr. uty .li'ttrkseular arltt lc secttott drparagraph of this 'L,case uri!ee� utlteriutse s testftctitl l Y pCtitc)etl Arty consents zsr apptrt+*�rls gr.sittetl by :t.ancltorcl sh,►il bt for LritidltWd's, purose� �tT ;tttd air t eveftt,:tlt�e�ndtt�rci'; consent ter Ct2itarctval cUitstrittte:'aa nnplicatxxt,_cepres4ntattr�n Ar'CCrlt dalimi qt• arty trig )jyr l ndlttrd _�tNI a)t1 ttCtAs are attst tctory nr u) ccitnpltance with arty A plieabfe lY tvs to e#<th #nst ncc iia w}irC 1 Lpn�llc)rd's rort�ent,or approval rs rcyuirccl tifttier thts,tt;dse i.aitdit37ti �iid(l tittt:'ht; i�thle:.dor datiiabeS:by rt..taUrx. etf its �fittturr to b�rartt. sileh cbttsrutt or apprav t2 �tid `1 enaiiCs sttlfi retxtetlys7tal) b�:io sZc)s fii; snf�xcc L�3irtilizrd'�s scnt'vruPPr�vai by ani ticttui: ft>r;in�at►etiie relict;;ctr z#lc-perfgY,rtan ��! f�LSF,f2VA l'It71d OF LRJQ'211 S: )..anillorit; Sit addthon to till biller runts Nvh" i it rnny. have under tl 3s Leas, hereby expressly resenvds al[ itglits i"ii CnriiieCttt)n .iV ilt She 1'ier»tsis and. tttic�' esu#ld#gg not a tpressly::trod spectflcally.:granted to 1 enaijf ttniicP.tfims. l-5se`oittl'l`en;ttit hereby yatves 'II clarttvsfordattiages,.toss,t:xpe»se,habi2tty,xviciaoti,.or.iibattirieiikllhas:tirtn.ty.bat+t agaitts[ltd��,rii:on ticcouni oF,Land2ord's'excrcise`of its reserved: iglik. W-ithtiiit Iiniftiii the gdiieritlify iii Elie; facegtttn ; 79 Landlord hereby expressly reserves the right at any time to perform tnaintentince operttions, the right to make repairs, alterations or additions to the. Premises told the Building, Ilia right to construct other buildings or improventents {provided such construction does Itot conflict with specific riehis of. and benefits provided to. 'tenant as set fOrIll ill this L,cttsc), imd tite right to .'liter the existing name. address, style or canliguration of the Building_signage, suite identifications, parking facilities o any 1, Lobbies. entrances, zxists, elevators and stairwells. Upon reasonable notice. 'Tenant agrees to cooperate with Landlord in permitting Landlord or others to accomplish any such maintenance, repairs, alterations, additions or construction and agrees that -1-emmll will, or will permit Landlord or others to, rernove and replace tiny fixtures and equipment used or controlled 131'1'enattt, including but not limited to signs, which May be necessary to be removed in the prosecution or such work it) it Ain" such alterations, additions, construction, maintenance Or repairs and Tenant Herres to do so: dr .illow Landloro or others to 'do so, promptly upon request or Landlord. 55. SURV1VA - All indemnities of Tenant and all provisions of this Lease Willi respect to any obligation of 'I'cnant to pay any sunt owing or to perform any act after Ilia expiration or other termination of this lease shall survive the expiration or other termination of this Lease, regardless of whether such provisions are specifically stated to survive. "Ilii expiration or termination of this Lease shall not in any way release, limit, impair or othertiwise a feet any ohligaficins ot"Tenant flint have accrued or that otherwise relate to the period prior to such expiration.tir terminotion, all or+which obligations shill, survive the expiration or termination of this Leilse. LN Wl•iNESS WHIER :OG, the undersigned Lilvc ex&titcd this i.eaw. cl'iixti've. tin Ilia Aay and year.first above written. Wl'Li ESSL'S: .ref Print Dame: cl-,.L{.C`, a V1.0-ri0a. limited liability co."I"Ptry BY; S'ntira A Nims, Managing Member TL'•;NAN'f: (Robert C; Clark. ESQ), a 13y:- Naitt� Title::_ l {> EXHUM"W' KLOORMAN "... -0. OXsf AA 81 FXHlBIT " B" LANDLORD'S WORK Tenant has inspected the Premises and accepts it in AS -1S cvntiition eecePt Landlord shall perform t}te following work to the Premises according to building standard: NON E :N 'EXHIBIT "C" gUILVARGAULE*8 AND imGULATIONS Tbe regulations have. been lbrMulated I.or the satiDivand well being of all tutiams of the building, -IS-h M- adherence to these rules and regulations is necessary so that each and every tellafit well wjoy- 'Coniflurtaille occupancy in the building, It' you have any questions regarding; thosaftl esi f0d regulations please call the Landlord. 1. flOURS ()F::OPFIkkF1ONS* Norenal. hOjtr,$, of 'opeC;lOwl tor the B "ljd' -are. as follows: 7:00 a.m. to 7:00 p.m., Mo Idtly thrp Y, and OQ Pan. io 1:66 p.m. on Saturday. Subject to any interruption in,ttccp$-s resulting froill.fuly Force Maicnre eluent, (a)fen-mit shall have 24 1o,uTp , Cn-ac -access the main entrance by a Tenant s{rccfccurttYcctct4ftr- z LITTERING R1 N C, Thd su.efi astijirances, passageS, courts, phrang n-649e,6rrido*rs, or halls, shall nk be obstructed Oses Mier Ill OW an ingress and egress t6,and: fmil! Ale .Wnitses. AAdlofd Alfbill We 16 tight in Control Ind ooenite the* public P. Q I d% 1.011SArthOtwidig r6itighafor 'tilt: -corniubil Use, of the building -in a L -4146M fed`sWab!y deeiiis best forti*0jcfitoftho building's tenants 4. Usk -p Larid lor&.sha '11.061 -permit the pN-paration-Afood for sale:ori; III _q Prurpises flof use the fdc I�fjfks tbr. file. p gqp.!ra iO!.v.:.;Wfiqe.d lbr sale NN'llhou its written.consent. Tenant sha, .1. t.. 4. ".. ilii - _ , . . ­ -:, rl I,q k :-.:. t .prior . It e ;1i i 'T� "5 :. i w. mo 11Y. hilmoral or illegal .. Smale IngWzlot I 4'6d in AN bVild' iis Indlude .the -bpthwonis; Wy ,6- ... . .. ...... N6 hic" "(dic birds or pets '6I* -an);-: Mild shall he brought' its r lie ltep lit or a OUR tile lxr�:- V,ojec. x I excepttoti tib asststar a-aflltws spe.Cilicaity, 01 83 7. VISITORS/tMESTS Landlord reserves the right to exclude front the building w all times any person who sloes not properly identify himself to the buiidine management. Landlord, may it its option, require ;111 persons admitted to or leaving the building between the hours ol'7:00 p.m. and 7:00 a.m.. Monday through .Friday. and after 1:00 p.m. on Saturday through 7:00 a.m. Monday morning tmd legnl Holidays, to register. Tenant shall be nsponsibie for all persons for whom.he authorizes entry into or exit out of the building and shall be liable to Landlord for all ;acts of such persons, except to the extent covered or required to be covered by insurance carried, or required to be carried, by Landlord or'I'enant. 8. CONT RACTO SIWORKEkS All contractor and/or "techniciait.s performing %work for the 'Tenant %vithin the premises, building, or parking facilities, shrill be referred to Landlord Cor approval before performing such work. "This .rule shall Apply to alt work including, but not limited to, installatnin ortelephones, telgt' I h equipment, electrical devices and mwehments and all instaliations.- atii:ctnig floors, walls.. windows, doors, ceilings, equipment, plunibing or any o ger pity 1. a]. fe..'tura of the—uilding, the premises or the parking i;icilities. Notre of this work shall be clone b.,y't chant wiihout t andlord'% prior written apprt-vat. 9. SFIZVANTS Any. perSon employed. by 'l'c;nant to ells janitorial work within the premises rimst obtain. Ltilidlord's t otisenr, and spell Pierson shall, while in the building and outside of suits pretiitsd!tj comply, wvitli all rc<isonableinstructions issued by building maum8emem. 10. S1 01 NA( 9 .1`enantshall not. affil any dcyitc, sign or other -fixture to the outside of the ltuilding.or tiny windows' loor or hallway without the prior written consent of the Landlord. It is hereby undersioO. that the Premises herein leased are part of an office building consisting.of.pT fessional.suiles, and it is understood that there shall be unitbrmity as.to appearance.of nll signage relat n;;.to this Building. 11. WIND -OW T.RtATMENT No curtains, blirt&s, slia6c 1oitverW opening or sereens shall be attached to or lit►nb in, ter ii§W' n cd irf tibb �,ith iiy N'vj idow or door of (lie premises without the prior "Tiiiien- eAril;tttit:ti%tltC T,h►tdlord-14`i` pprnx d. Stich items must be o.fa quality. type; design tush. cciioit; said°Fittacht d iii w mtmt cr itlrl)r�Yed by Landlord. 'Tenant shall.not plaec anything: or ii;ltow anything jb be pj<iied hear;the glass of any window,.door, partition, or twill: which I ay appear :unsightly,. in l.ailiJlord's sole disewlion, from .the outside of the. Premises. No sunsereen, or either films shalt he applied to the interior surface of any window glass. 12. PLUMBING RING "Tile. water and wash-etosets and other plumbing fixtures shrill not be used for any purpose OtIler than those `for whielt they were constructed, and no sweepings, rubbish, rags or D-2 84 other.sObst6h0s sball be 1hroivn therein. All darnag" resulting from any misuse of the inn loyce.s, agtnts, visitors_ or lictnsces, shall be borne by 13- r--ovip.mEmr/niskRs. Tenant'ghall install any antennae or aerial wires. or radio or television equipment-, or ciltiipueni, inside or oulside of the building, without Landlord's prior apprpva Hji.' :iATWjig and uppirstiCh terms and conditions as may hespecifiedby Landlord in vuch%.On�ever- instance. . . I - every. Y. prf....Arly, -. mored araq4,of the.. Pri:mises, additional locks or bolus of any kind Shull not by place.d upon ony of the: doors or windo%vs by Tenant, nor shall any changes. be trade C10,61 k S of the mechanism thereofwilhout.],andlord's consent. Tenant shall, Von_4 se of 11jis Lea, return to Landlord all keys of stores,06ces, 910i"agO(in 10HO t T porns .e i thofornished to, or otherwise procured by "tenant, and ;in the Oont t t'ilte lUss of arty keys so furnished. Tenant shall pay to Landlord the cost to re -k the Ioclis:ctp Rgo`py. those--ltiys,. Y. 7-S—T 111OPERT bit -:.64bWible flit any 16.1it or stolen personal proJ)e4.�:eqU'ipvneni,, e ji4Vq Y, ftin s -.p s7 pu. iit' ' ' blic roomor vehicles regardld§� .of ifts, :00ftlithMa Is -ldeked against entry. IiAffl-LL , STOR-REPAIRS it .-alto agpcd IN* 9:4indlord has the lundispuled. right to temporarily elevator, or any other service: necessary Buit I . ing. trneihiitl.tase . F"g fhe right flo'Voidilypr 4eleit-ony of the lbregoing rules and regqlations-AindIp Sufal within its pidgment.-as may from time-104ime hib. eAv es and.m ions lb(!,, ele-prijbitsS of Ilie.premised. the building, and d. 9�.A:'s eprp Pp i . . 1� t� - - -§ i - .. elle grill. Yt4 gvr 41.4"apty"I"Canik , y betveerLoso with 'I entint riod the, kulesood R0& 86 CONSENT INDIAN RIVER COUNTY MEMORANDUM TO: Jason Brown County Administrator FROM: Suzanne Boyll Human Resources Director DATE: February 2, 2021 SUBJECT: Revision to Administrative Policy AM -704.1 Sick Leave Donation BACKGROUND: Indian River County has established administrative policies outlining various policies, practices and procedures applicable to County employees. The policies are reviewed, and recommended revisions are presented to the Indian River County Board of County Commissioners (IRCBOCC) for consideration. In response to the need for employees to be able to donate vacation leave to employees who are absent for COVID-19 related reasons, revisions to the Sick Leave Donation policy are recommended to reflect the following changes: • Removes the eligibility requirement of continuously employed for at least twelve months • Allows donation for COVID-19 related reasons • Removes the requirement for the employee to be out for a minimum of two consecutive weeks • Clarifies sick leave donations for approved intermittent absences for a regimen of treatment related to a serious medical condition upon approval by County Administrator or County Attorney if applicable. FUNDING: Funding for sick leave is provided in the applicable departmental budget. Adjustments will be made as time is donated. RECOMMENDATION: Staff recommends the Board approve the revisions to Administrative Policy AM -704.1 Sick Leave Donation. ATTACHMENTS: AM -704.1 Sick Leave Donation Policy (markup) AM -704.1 Sick Leave Donation Policy (final) 87 In order to provide a source of income to employees who have an off the job illness or injury and require an extended absence from work, it is the policy of the County to permit employees to donate their accrued sick leave to and receive sick leave donations from other employees subject to the following provisions. Only regular, full-time employees hyelve m^e„ths are eligible to donate sick leave and to receive sick leave donations. Employees must be on leave for a qualifying Family and Medical Leave Act or COVID- 19 related reason (paid or unpaid or a GOmbination of the hve) a Fninimum of two GOnseGUtiVe weeks (76 houF6 fer a week, 90 hours for a 40 --hour Week, and 112 hours, for a 56- hour week), or be authorized to receive donations for approved intermittent leave for a regimen of care related to their own serious medical condition under Family and Medical Leave Act as approved by the County Administrator or County Attorney, if applicable, or before they are eligible 4o receive donation 2. All requests for sick leave donations must be submitted for approval through the department head to the Human Resources Department using the attached "Sick Leave Donations Request Form." Employees must provide the Human Resources Department with a completed "Certification of Health Care Provider" form (available in Human Resources) before a request for sick leave donations will be considered. This medical certification will be placed in the employee's medical file. 3. Requests for sick leave donation may be initiated when it is expected an employee will exhaust their accrued vacation and sick leave due to an extended or an on going intermittent absence from work related to a regimen of treatment. Employees must first exhaust their own sick and vacation leave in order to receive sick leave donations. 4. Employees are not eligible to receive sick leave donations in order to care for an ill or injured family member. 5. Employees who are absent due to an elective procedure unrelated to a serious or prolonged illness or injury are not eligible to receive sick leave donations. 6. Employees who have been disciplined within the previous 12 months for chronically being absent from work or for abusing sick leave are not eligible to receive sick leave donations. The discipline must be documented in the employee's personnel file in the Human Resources Department. RK 7. Employees who are injured in an accident caused by their use of alcohol, controlled substances, illegal drugs, or reckless behavior are not eligible to receive sick leave donations. 8. Employees are not eligible to receive sick leave donations in order to supplement workers' compensation benefits. 9. Employees who donate their sick leave cannot reduce their sick leave balance to less than two weeks (75 hours for a 37.5 -hour week, 80 hours for a 40 -hour week, and 112 hours for a 56 -hour week). 10. Employees who have given written notice of their intent to retire or resign are not eligible to donate sick leave. 11. Sick leave may only be donated in hourly increments and will be credited on an hour - for -hour basis. 12. Donations are credited to the recipient's sick leave account on an as -needed basis during the biweekly payroll process. Unused sick leave donations will be returned to the donors. 13. Absences from work utilizing donated sick leave will also count towards the recipient's annual leave entitlement under the Family and Medical Leave Act as long as the recipient's medical condition satisfies the Family and Medical Leave Act's definition of "serious health condition." 14. Generally, the sick leave donation process terminates upon the employee's return to work, and any future need for sick leave donations will require submitting another written request to the department head. Such approval will be solely at the discretion of management's authority, based on business needs, and meet the criteria established under this policy. 15. Employees who are able to continue working and who will be absent from work intermittently for a regimen of care related to their own serious medical condition under Family and Medical Leave Act may receive sick leave donations while on intermittent leave subject to prior approval by the County Administrator, County Attorney, if applicable, or designee. Medical certification of the duration of the regimen of care must be submitted to Human Resources as a part of the medical certification process. The employee must first exhaust their accrued vacation and sick leave before receiving sick leave donations. Routine intermittent absences from work related to chronic conditions do not qualify for sick leave donation. 16. An eligible employee may receive up to 8 weeks of donated sick leave (based on budgeted hours) within the twelve-month span beginning the first day of the donation period. However, the total paid leave absence including the employees own accrued sick and vacation leave as well as donated sick leave may not exceed 12 weeks unless approved in advance by the County Administrator or County Attorney, if applicable. Such approval will be solely at the discretion of management's authority based on business needs. 17. Any employee who falsifies information; deliberately prolongs a medical leave under this program; attempts to buy, sell, or coerce individuals into donating hours; or abuses this program will be subject to disciplinary action, up to and including termination. Jason E. Brown DATE 90 SICK LEAVE DONATIONS REQUEST FORM Name of Employee: Position Title: Date Absence Began or Will Begin: Expected Date of Return: Dept./Division: *Specify duration of treatment regimen for intermittent absences (Ex: 1 day per week for 12 weeks): Authorized by Department Head: ********** To be completed by Human Resources Date Has the employee provided the Human Resources Department with a completed "Certification of Health Care Provider" form? (Requests for sick leave donations cannot be processed until Human Resources has this information.) Yes No Based on the Sick Leave Donations Policy, is the employee eligible to receive sick leave donations? Yes No If no, state reason: Human Resources Director Date *Donations for Intermittent Leave Must Have Approval by County Administrator: Signature Date 91 In order to provide a source of income to employees who have an off the job illness or injury and require an extended absence from work, it is the policy of the County to permit employees to donate their accrued sick leave to and receive sick leave donations from other employees subject to the following provisions. Only regular, full-time employees are eligible to donate sick leave and to receive sick leave donations. Employees must be on leave for a qualifying Family and Medical Leave Act or COVID-19 related reason or be authorized to receive donations for approved intermittent leave for a regimen of care related to their own serious medical condition under Family and Medical Leave Act as approved by the County Administrator or County Attorney, if applicable. 2. All requests for sick leave donations must be submitted for approval through the department head to the Human Resources Department using the attached "Sick Leave Donations Request Form." Employees must provide the Human Resources Department with a completed "Certification of Health Care Provider' form (available in Human Resources) before a request for sick leave donations will be considered. This medical certification will be placed in the employee's medical file. 3. Requests for sick leave donation may be initiated when it is expected an employee will exhaust their accrued vacation and sick leave due to an extended or an ongoing intermittent absence from work related to a regimen of treatment. Employees must first exhaust their own sick and vacation leave in order to receive sick leave donations. 4. Employees are not eligible to receive sick leave donations in order to care for an ill or injured family member. 5. Employees who are absent due to an elective procedure unrelated to a serious or prolonged illness or injury are not eligible to receive sick leave donations. 6. Employees who have been disciplined within the previous 12 months for chronically being absent from work or for abusing sick leave are not eligible to receive sick leave donations. The discipline must be documented in the employee's personnel file in the Human Resources Department. 7. Employees who are injured in an accident caused by their use of alcohol, controlled substances, illegal drugs, or reckless behavior are not eligible to receive sick leave donations. 92 8. Employees are not eligible to receive sick leave donations in order to supplement workers' compensation benefits. 9. Employees who donate their sick leave cannot reduce their sick leave balance to less than two weeks (75 hours for a 37.5 -hour week, 80 hours for a 40 -hour week, and 112 hours for a 56 -hour week). 10. Employees who have given written notice of their intent to retire or resign are not eligible to donate sick leave. 11. Sick leave may only be donated in hourly increments and will be credited on an hour - for -hour basis. 12. Donations are credited to the recipient's sick leave account on an as -needed basis during the biweekly payroll process. Unused sick leave donations will be returned to the donors. 13. Absences from work utilizing donated sick leave will also count towards the recipient's annual leave entitlement under the Family and Medical Leave Act as long as the recipient's medical condition satisfies the Family and Medical Leave Act's definition of "serious health condition." 14. Generally, the sick leave donation process terminates upon the employee's return to work, and any future need for sick leave donations will require submitting another written request to the department head. Such approval will be solely at the discretion of management's authority, based on business needs, and meet the criteria established under this policy. 15. Employees who are able to continue working and who will be absent from work intermittently for a regimen of care related to their own serious medical condition under Family and Medical Leave Act may receive sick leave donations while on intermittent leave subject to prior approval by the County Administrator, County Attorney, if applicable, or designee. Medical certification of the duration of the regimen of care must be submitted to Human Resources as a part of the medical certification process. The employee must first exhaust their accrued vacation and sick leave before receiving sick leave donations. Routine intermittent absences from work related to chronic conditions do not qualify for sick leave donation. 16. An eligible employee may receive up to 8 weeks of donated sick leave (based on budgeted hours) within the twelve-month span beginning the first day of the donation 93 period. However, the total paid leave absence including the employees own accrued sick and vacation leave as well as donated sick leave may not exceed 12 weeks unless approved in advance by the County Administrator or County Attorney, if applicable. Such approval will be solely at the discretion of management's authority based on business needs. 17. Any employee who falsifies information; deliberately prolongs a medical leave under this program; attempts to buy, sell, or coerce individuals into donating hours; or abuses this program will be subject to disciplinary action, up to and including termination. Jason E. Brown DATE 94 SICK LEAVE DONATIONS REQUEST FORM Name of Employee: Position Title: Date Absence Began or Will Begin: Expected Date of Return: Dept./Division: *Specify duration of treatment regime_ n for intermittent absences (Ex: 1 day per week for 12 weeks): Authorized by Department Head: ********** To be completed by Human Resources Date Has the employee provided the Human Resources Department with a completed "Certification of Health Care Provider" form? (Requests for sick leave donations cannot be processed until Human Resources has this information.) Yes No Based on the Sick Leave Donations Policy, is the employee eligible to receive sick leave donations? Yes No If no, state reason: Human Resources Director Date *Donations for Intermittent Leave Must Have Approval by County Administrator: Signature Date 95 M Sheriff Eric Flowers Indian RiverCounty Sheriff's Office February 3, 2021. The Honorable Joseph E. Flescher, Chairman Indian River Board.ofCounty Commissioners 180127th Street Vero Beach, FL 32960-3388 Re: DEA Equitable Sharing Fund, County Fund 121 — Reserve. DEA Equitable Share Dear Chairman Flescher: According to the Department of Justice's (DOJ) Equitable Sharing Program, law enforcement agencies are allowed to spend forfeited funds for purposes that directly supplement the appropriate resources of the recipient law enforcement agency. These funds are the direct result of our deputies' diligent law enforcement efforts and are derived mainly from drug-related offenses. None of the funds are derived from county tax dollars. Pursuant to the rules of the DOJ, I am requesting that $55,990 from the DEA Equitable Sharing Fund to be used to equip our Special Investigations Unit. Please place this item under Constitutional Officers for the February 9, 2021 board agenda. If you have any qucstions or r wire additional information, please contact Aimee Cooper at 978-6159. Sincerely, Eric Flowers Sheriff EF:ac 4055 41st Avenue• Vero Beach, FL 32960 • (772) 569-6700 • www.iresheriff.org 2.0 8v 96 INDIAN RIVER COUNTY BOARD OF COUNTY CONI'IISSION REQUEST TO BE SCHEDULED FOR PUBLIC DISCUSSION Any organization or individual wishing to address the Board of County Commission shall complete this form and submit it to the Indian, River County Administrator's Office. PUBLIC DISCUSSION INFORMATION Indian River County Code Section 102.04(10)(b): as ageneral rule, public discussion items should be limited to matters on which the commission may take action Indian River County Code Section 102:11(3): limit remarks to three minutes unless additional time is granted by the commission NAME OF INDIVIDUAL OR ORGANIZATION: 3rd Annual Vero Beach Sock Drive / Barry Shapiro 1422 20th Street ADDRESS: PHONE: 917-225-1231 sock drive SUBJECT MATTER FOR DISCUSSION: IS A DIGITAL/ELECTRONIC PRESENTATION PLANNED? a YES z NO WHAT RESOLUTION ARE YOU help spread the word for our cause REQUESTING OF THE COMMISSION? ARE PUBLIC FUNDS OR ACTIVITIES REQUIRED? F-1 YES ❑✓ NO WHAT FUNDS OR ACTIVITIES ARE none REQUIRED TO MEET THIS REQUEST? For IRC Staff only: Transmitted to Administrator Via: Interactive Web Form E -Mail Hand Delivered Phone COUNTY ADMINISTRATOR: MEETING DATE: Jason E. 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From: forms@ircgov.com Sent: Saturday, February 6, 2021 1:46 PM To: CBCC-Mail Subject: [External] Public Comment to the BCC COVID-19 DISTRIBUTION The following was sent to all 5 commissioners from the Public Comment form on the County website. The form serves as one of several options for the public to particpate in a meeting. Name Susan Jacques Email jdooba@aol.com Address 300 N Grove Isle Cir, Vero Beach, FL 32962 Phone 772-778-8538 Subject or COVID-19 DISTRIBUTION Agenda Item PublicVVV VThe CDC recommends that people 75+ should be vaccinated (1b) after healthcare workers (1a) and Comment then 65+ with major health risks. In all the information I have seen from the County, I never saw 65+ WITH HEALTH RISKS. It just says 65+. Who gave you the right to play God with our lives. Do you think you know more than the CDC? Please get the facts straight before you make rules. More Info: Form. Submission Time 2/6/2021 13:45:53 EST(-0500 GMT) Visitors IP 98.77.164.107 Unique ID 804a15a27717140070510e1700d713b4 --Warning-- This email was sent to you by someone outside of the Clerk's Office. Beware that any link or attachment that you open may cause harm to the organization and should be handled with extreme caution. --Warning-- . 1 Q �a' 1- t�'ERc Office of the z INDIAN RIVER COUNTY ADMINISTRATOR ORI�� Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown . County Administrator DATE: February 2, 2021 SUBJECT: . Update Regarding COVID-19 Vaccinations I would like to present an update regarding COVID-19 Vaccinations V EJ? c Office of the INDIAN RIVER COUNTY ADMINISTRATOR Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown County Administrator DATE: February 1, 2021 SUBJECT: First Amendment to the Amended and Restated Facility Lease Agreement Jackie Robinson Training Complex On January 2, 2019, the County entered into the Amended and Restated Facility Lease Agreement with Major League Baseball (MLB) doing business as Verotown, LLC (Verotown) to operate the Jackie Robinson Training Complex at the facility previously known as Historic Dodgertown. (The Agreement). The initial term of the Agreement is ten years and eight months with three successive renewal options of five years each. The Agreement represents.a partnership where the County and MLB, share in the cost of facility improvements. In broad summary, the County is responsible for initial repairs on items consisting mostly of roof replacements and concession stand replacements/repairs where maintenance had been deferred during the economic downturn. Verotown will be responsible to make some initial facility improvements such as the design and construction of an indoor training facility. Additionally, Verotown has completed facility repairs such as replacing the entire Holman Stadium seating bowl. Under the Agreement, the County reimburses Verotown for 50% of these costs within the limits of the Capital Reserve Account as set.forth in the lease agreement. Other than the County -funded initial improvements, the County's annual contribution is its only obligation for facility improvements and maintenance. Verotown will be responsible for all other capital improvements and maintenance for the duration of the initial term and any renewal term. The Agreement essentially transitions from the County funding the initial deferred maintenance items, to Verotown and the County sharing Verotown's initial improvement costs on a 50%/50% basis, to Verotown fully funding any facility costs beyond the amount approved in the Capital Reserve Fund. 99 The course of performance over the first 2 years of the Agreement has led the parties to mutually endeavor to amend certain terms and conditions as specifically set forth in the proposed First Amendment to the Amended and Restated Facility Lease Agreement. (The Amendment). Under the Amendment, Verotown will take on responsibility for construction of certain improvements using previously allocated funding to complete those improvements. Additionally, the parties have extended specified time frames in which to complete their obligations under the Agreement. The time extensions are primarily reflective of challenges related to the Covid Pandemic and the transfer of construction management to Verotown; however, completion of the original roster of repairs and improvements remains a top priority for both Verotown and the County. Under the proposed Amendment, the County will no longer be obligated to remove and replace the Press Box at Holman Stadium or replace the first and third base concession stands (the New Renovations). Instead, Verotown will complete the New Renovations utilizing funds initially allocated by the County to perform these improvement obligations under the Agreement. To that end, the County will deposit into the Capital Reserve Account, $2,050,000 to cover the cost of the New Renovations, which is the amount initially allocated to fund these County construction responsibilities. Additionally, the County's original obligation to complete jointly identified mold remediation projects has been extended to coincide with roof repairs and other improvement projects giving the County additional time to complete these obligations congruently. In order to expedite the New Renovations mentioned above, Verotown will manage these projects, with funding provided by the County. County staff requests that the Board of County Commissioners expand its previous waiver of the requirements for bids in order to allow for this procedurally, per the County Purchasing Code. This is the same process that has been utilized for other Verotown managed construction projects such as the stadium seating and the indoor training facility. Funding: Provided below is a summary of the improvements from the initial agreement, with changes based upon this amendment highlighted with additions shown in underline and deletions shown in County Improvements • Roof repairs or replacements at Vero Beach Dodger Office, Executive Building, Conference Center, Alston, Koufax and Campanella Buildings, Sleeping Rooms, and Spring Training Building • Removal and Deplaeemen of 1St and Yd Base Concession Stands 41L Deplaeef efA of Press Be. 27 leef) a4 Main Geneessie, Sta*d with ., like f edit. • To the extent jointly identified by the parties, any mold remediation needed in the existing facility • Remove and replace TV Platforms at Holman Stadium (County may provide camera lifts as needed for Holman Stadium events) 100 Verotown Improvements • A new indoor training facility, which will include; o Indoor turf infield o Multiple batting cages/tunnels o Classrooms o Office space o Any demolition needed to make room for facility • Initial WiFi upgrades • Initial security upgrades including security cameras and keycard entry to buildings • Fire safety upgrades • Replace entire seating bowl at Holman Stadium • Upgrade covered dugout areas at Holman Stadium • New Scoreboard at Holman Stadium • Padded outfield fences at Holman Stadium • NCAA -approved standard turf baseball field • Initial hotel room upgrades including carpet and bed replacement • Kitchen replacement including reconstructed/renovated dining and preparation areas and new kitchen equipment • Initial signage installation throughout facility • Renovation of home plate restrooms at Holman Stadium • Renovation of third base restrooms at Homan Stadium • Renovation of the Press Box at Homan Stadium • Repair the roof of the home plate concession stand at Holman Stadium The changes as detailed above and stated in the amendment do not result in a change to the original financing plan as approved by the Board of County Commissioners on December 18, 2018. These improvements will be funded by a combination of Tourist Tax and the One Cent Sales Tax. A copy of the December 18, 2018 agenda item is attached, which includes the original financing plan. Staff Recommendation: Staff Recommends the Board of County Commissioners approve the attached First Amendment to the Amended and Restated Facility Lease Agreement for the Jackie Robinson Training Complex and authorize the Chairman to execute the Amendment after review and approval by the County Attorney. 2. Staff requests that the Board of County Commissioners waive the requirement for bids in order to allow Verotown to manage the additional projects under the Amendment and to complete facility improvement projects contemplated by the Agreement and Amendment as detailed above in a similar manner to the original approval on December 18, 2018. 3. Staff recommends that the Board of County Commissioners approve the Financing Plan detailed above to fund the County's responsibilities under the agreement. 101 Attachments: First Amendment to the Amended and Restated Facility Lease Agreement — Historic Dodgertown (now known as Jackie Robinson Training Complex) Facility Lease Agreement Agenda Item — Approved December 18, 2018 102 Prepared By, Record and Return to: Alex Rosen, Esq. Verotown, LLC c/o Major League Baseball 1271 Avenue of the Americas New York, New York 10020 FIRST AMENDMENT TO THE AMENDED AND RESTATED FACILITY LEASE AGREEMENT This FIRST AMENDMENT TO THE AMENDED AND RESTATED FACILITY LEASE AGREEMENT ("Amendment") is made as of the _ day of January, 2021 (the "Effective Date"), by and between Indian River .County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County"), and Verotown, LLC, a Delaware corporation, (hereinafter referred to as "Verotown"). RECITALS A. WHEREAS, County and MiLB Vero Beach, LLC, a Florida limited liability company (the "Initial Tenant") entered into that certain Facility Lease Agreement effectively dated May 1, 2009 whereby County leased that certain real property located in Vero Beach, Florida, and known generally as "Dodgertown" (the "Facility") and being more particularly described in Exhibit "A" of the Agreement, as further amended by that certain First Amendment to Facility Lease Agreement by and between the County and the Initial Tenant effectively dated June 1, 2011, as further amended by that certain Second Amendment to Facility Lease Agreement by and between the County and Initial Tenant effectively dated January 1, 2012, as further amended by that certain Third Amendment to Facility Lease Agreement by and between County and Verotown effectively dated July 16, 2013, as further amended by that certain Fourth Amendment to Facility Lease Agreement by and between County and Verotown effectively dated January 21, 2014, and as further amended by that certain Fifth Amendment to Facility Lease Agreement by and between County and Verotown effectively dated April 1, 2014, and as further amended by that certain Amended and Restated Facility Lease Agreement by and between County and Verotown effectively dated January 2, 2019 (collectively referred to as the "Agreement"); B. WHEREAS, pursuant to Section 13.02 of the Agreement, the Agreement may be amended in a writing executed by both parties; C. WHEREAS, in order to modify certain terms of the Agreement, including certain rights and obligations associated with the Capital Improvements and additional contributions to the Capital Reserve Account, Verotown and the County now desire to amend the Agreement as hereinafter set forth, in accordance with the terms and conditions of this Amendment. 103 NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Verotown and the County hereby agree to amend the Agreement as follows: 1. Recitals; Defined Terms. The above Recitals are true and correct and are hereby incorporated herein by reference. All capitalized terms not defined herein shall be given the meanings ascribed thereto in the Agreement. 2. Additional Contribution to the Capital Reserve Account. The parties acknowledge and hereby agree, pursuant to Section 8.04(a) of the Agreement, County shall no longer be obligated to (i) remove and replace the press box at Holman Stadium (including the stairs leading up to the current press box) (the "Press Box"); and (ii) replace the first and third base concession stands at Holman Stadium. It being acknowledged and agreed by County and Verotown that Verotown shall renovate the Press Box, repair the roof of the home plate concession stand and renovate the home plate and third base restrooms at Holman Stadium (collectively, the "New Renovations") pursuant to Section 8.05(a) of the Agreement, as herein amended. Verotown's obligation to perform the New Renovations shall be conditioned upon the following: (i) on the Effective Date hereof, or such later date as may be mutually agreed to by the parties, the County shall deposit into the Capital Reserve Account the sum of Two Million and Fifty Thousand and No/100 Dollars ($2,050,000) to cover the costs of the New Renovations (the "New Renovation Fund Amount"); and (ii) prior to the commencement of the New Renovations, and subject to Verotown's reasonable satisfaction, complete the County Improvements as outlined in Sections 8.04(a)(1) and 8.04(a)(2) of the Agreement, as amended. Notwithstanding the foregoing, nothing herein or in the Agreement shall release County of its obligations to remove the existing first and third base concession stands as contemplated in Section 8.04(a) of the Agreement. 3. County Approval of the New Renovations. Pursuant to Section 8.01 of the Agreement and notwithstanding anything in the Agreement to the contrary, County hereby approves and grants to Verotown the New Renovation Fund Amount to be used by Verotown in accordance with Section 8.05(b) of the Agreement, as amended; and such amount shall not be subject to any restriction outlined in Section 8.02 of the Agreement. Verotown is not required to obtain County approval for the design of the replacement Press Box. Verotown is required to obtain all necessary site plan approvals and building department permits as required by law. In accordance with the provisions of Section 8.01 of the Agreement, the expenditures to be made for the New Renovations will be subject to the approval of the County, which approval shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed, and will be granted in accordance with Section 8.03 of the Agreement. 4. Section 1.02 of the Agreement is hereby amended by adding the following defined term in the proper alphabetical order: ""Press Box" means the existing press box at Holman Stadium, including the stairs leading up to the press box as of the Effective Date." 104 Section 4.05 of the Agreement is hereby amended by deleting "Chris Haydock" and inserting "Rachelle Madrigal" in lieu thereof. 6. Section 8.03(c)(i) of the Agreement is hereby amended by deleting "Twelve Million Four Hundred Thousand and No/100 Dollars ($12,400,000)" and inserting "Fourteen Million Four Hundred Fifty Thousand and No/100 Dollars ($14,450,000)" in lieu thereof. 7. Section 8.04(a) of the Agreement is hereby amended to extend the time frame for completion of certain County Improvements described in Sections 8.04(a)(5), to four (4) years from the Effective Date. 8. Section 8.04(a)(1) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof- "I. hereof "1. removal of the first base concession stand at Holman Stadium;" 9. Section 8.04(a)(2) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof: "2. removal of the third base concession stand at Holman Stadium;" 10. Section 8.04(a)(3) of the Agreement is hereby deleted in its entirety and replace with the following in lieu thereof: "3. RESERVED." 11. Section 8.04(a)(4) of the Agreement is hereby amended by deleting "August 31, 2019" and inserting "March 31, 2020" in lieu thereof, however, notwithstanding the provisions of Section 7 of this Amendment, the County shall complete the jointly identified mold remediation at the following areas of the Existing Facility in accordance with the following timelines: (i) Conference Center within one (1) year from receipt of certificate of completion on the current Conference Center roof project; (ii) Vero Beach Dodger Office (Ticket Office) upon the earlier of eight (8) months after receipt of a satisfactory indoor air quality assessment from the County's consultant and July 1, 2022; and (iii) Executive Building no earlier than the completion of the permanent roof in accordance with Section 16 of this Amendment and no later than December 31, 2023. 12. Section 8.05(a) of the Agreement is hereby amended to extend the time frame for completion of certain Verotown Improvements described in Sections 8.05(a)(7), 8.05(a)(8), 8.05(a)(11) to four (4) years from the Effective Date and 8.05(a)(5), 8.05(a)(10), and 8.05(a)(12) to five (5) years from the Effective Date. 13. Section 8.05(a) of the Agreement is hereby amended to add new Sections 8.05(a)(14), 8.05(a)(15), 8.05(a)(16) and 8.05(a)(17) which shall read as follows: 14. Renovation of home plate restrooms at Holman Stadium; 15. Renovation of third base restrooms at Holman Stadium; 105 16. Renovation of the Press Box at Holman Stadium; and 17. Repair the roof of the home plate concession stand at Holman Stadium. 14. The first sentence of Section 8.05(b) of the Agreement is deleted in its entirety and replaced with the following in lieu thereof: "Up to fifty percent (50%) of the costs of the Verotown Improvements identified in paragraphs (a)(1) through (a)(13) above will be eligible for reimbursement to Verotown from the Capital Reserve Account. The Verotown Improvements identified in paragraphs (a)(14) through (a)(17) above shall be eligible for full reimbursement from the County from the Capital Reserve Account. Should the costs of the Verotown Improvements identified in paragraphs (a)(14) through (a)(17) above be less than Two Million Fifty Thousand and No/100 Dollars ($2,050,000), any difference may be used for any past, current or future Capital Improvement, Repairs and Replacements or Facility maintenance as determined in Verotown's sole discretion. 15. Section 13.01 of the Agreement is hereby amended by deleting "245 Park Avenue, New York, New York 10167" and inserting "1271 Avenue of the Americas, New York, New York 10020" in lieu thereof. 16. Executive Building Roof. The County and Verotown hereby acknowledge that the temporary roof of the Executive Building constructed by the County does not satisfy the County Improvement obligations identified in the Agreement or this Amendment. The parties agree that the County remains obligated to replace such temporary roof with a permanent roof and the construction on such permanent roof shall commence on or before September 23, 2022 (with the County to complete such construction to Verotown's reasonable satisfaction as soon as reasonably possible following its commencement but not later than March 31, 2023). In addition to completing the construction of the permanent roof on or before March 31, 2023, the County shall complete its obligations to remediate any mold in the Executive Building after the installation of the permanent roof and prior to December 31, 2023. 17. Additional Insurance. Until the completion of the permanent roof replacement pursuant to Section 16 of this Amendment, in addition to the obligations set forth in Section 8.04(e) of the Agreement, the County agrees to reimburse Verotown up to One Hundred Thousand and No/100 Dollars ($100,000.00) in documented business interruption losses that result from a roofing failure of the roof of the Executive Building that prevents Verotown from fully utilizing the Building for its intended purpose." 18. Due Diligence. Within twenty (20) days of the Effective Date, County shall deliver to Verotown copies of all documents related to any construction activities of the Press Box and the first and third base concession stands, including, but not limited, to any environmental reports, asbestos inspections, and architectural construction and engineering documents (collectively, the "Documents"). No later than twenty (20) days after the 106 completion of the County's removal of the first and third base concession stands, County shall deliver to Verotown any additional and/or updated Documents. 19. Assignment of Existing Contracts. In the event Verotown, in Verotown's sole and absolute discretion, elects to assume any contract related to the Press Box and/or first and third base concession stands, County shall use its best efforts to effectuate the assignment. Notwithstanding the foregoing, nothing in this Amendment or the Agreement shall require Verotown to assume any contract related to the Press Box or the first and third base concession stands currently entered into by County. 20. Indemnification; Release by County. To the extent permitted by Florida law, in addition to County's indemnification obligations under the Agreement, County agrees to indemnify, save and hold Verotown harmless from any and all Losses (as defined in the Agreement) arising or occurring prior to the completion of the New Renovations and the permanent roof of the Executive Building that are directly related to the New Renovations or the roof of the Executive Building; provided that the County will not be responsible for any Losses related to the New Renovations or the roof of the Executive Building that are directly caused by the gross negligence or willful misconduct of Verotown and any liability of the County shall be reduced proportionately to the extent of any contributory fault chargeable by Verotown. In the event that the Agreement should terminate and/or Verotown should ever cease to be the lessee under the Agreement, the County does hereby release and forever discharge Verotown and its respective affiliates, subsidiaries and direct or indirect parent or affiliate entities and all present, former and future managers, directors, officers, agents, representatives, employees, successors and assigns of Verotown and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the "Released Parties") against any and all claims, suits, controversies, actions, causes of action, cross-claims, counter -claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever in law and in equity, both past and present and whether known or unknown, suspected, or claimed against the County or any of the Released Parties, which arise out of or are connected with the Facility, including without limitation, the New Renovations (the "General Release"). The Released Parties are intended to be third -party beneficiaries of this Amendment, and the General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. 21. Bid Process. The County hereby finds that it is in the best interest of the County and its citizens to waive the requirements for bids and a public procurement process pursuant to the process defined by the Indian River County ordinance and hereby contracts with Verotown, as the lessee pursuant to the Agreement, to oversee and manage the New Renovations, specifically including the renovation of the Press Box. As such, Verotown is hereby authorized to independently determine the selection of any .contractors, subcontractors and/or agents to perform the work associated with New Renovations and specifically including the renovation of the Press Box. 22. Effect of First Amendment. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect and as modified hereby, the Agreement is 107 ratified and confirmed in all respects. If any of the provisions of this Amendment, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Amendment or the circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, this Amendment shall control. 23. Counterparts. This Amendment may be executed in two or more counterparts, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature pages of this Amendment may be detached from any counterpart without impairing the legal effect of any signature thereon and may be attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages. Electronically transmitted signatures shall be deemed original signatures. 24. Further Assurances. The County and Verotown shall do and perform, or cause to be done and performed, any and all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of the Agreement and this Amendment. 25. Construction: Assignment of Construction Warranties. The County and Verotown hereby agree to utilize commercially reasonable efforts to complete all construction described in the Agreement and the Amendment. Further, the County and Verotown hereby agree to hold any and all warranties for construction described in the Agreement and the Amendment jointly and severally. 26. Captions and Headings. The captions and headings in this Amendment are for reference only and shall not be deemed to define or limit the scope or intent of any terms, covenants, conditions or agreements contained herein. [Remainder of Page Intentionally Left Blank] 108 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written. [Seal] STATE OF )ss: COUNTY OF VEROTOWN, LLC By: Office of the Commissioner of Baseball, its Sole Member By: Name: Title: Attest: Secretary The foregoing instrument was acknowledged before me this day of , 2019, by, as of Verotown, a Delaware corporation, on behalf of such entity. He is personally known to me or produced a valid driver's license as identification. ; Notary Public Print Name: My commission expires: 109 CLERK OF THE CIRCUIT COURT OF INDIAN RIVER COUNTY, FLORIDA STATE OF FLORIDA ) )ss: COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this day of , 2019, by , as Clerk of the Circuit Court of Indian River County, Florida. He/She is personally known to me or produced a valid driver's license as identification. Notary Public Print Name: My commission expires: 110 Back-up for Feb 9, 2021 item I I.B. Excerpt from 12/18/18 Item I I.A. V ER co Office of the INDIAN RIVER COUNTY * * ADMINISTRATOR Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown County Administrator DATE: December 10, 2018 SUBJECT: Historic Dodgertown Facility Lease Agreement In 1948, the Dodgers set up their Spring Training headquarters in Vero Beach for 26 minor league teams and more than 600 players, and played their first major league exhibition game on March 31St 1948. During more than 50 years of Dodger ownership by the O'Malley family, Dodgertown became synonymous with Major League Baseball's best Spring Training base. Walter O'Malley built the Stadium which opened in 1953 and was dedicated "to Honor Bud L. Holman of the Friendly City of Vero Beach." The history of Dodgertown is notable as the first integrated Spring Training Facility, providing a place for Jackie Robinson to train during his historic color barrier breaking run. Numerous Dodger Hall of Famers have contributed to the distinguished history of these hallowed grounds including Jackie Robinson, Pee Wee Reese, Duke Snider, Roy Campanella, Sandy Koufax, Don Drysdale, Don Sutton, Walter Alston, Tommy Lasorda, Branch Rickey, Walter O'Malley, Vin Scully, Red Barber and Jaime Jarrin. In addition, countless Hall of Famers from other Major League teams played Spring Training games at Holman Stadium. The Dodgers and the New York Mets played the first nationally -televised Spring Training game here on March 20, 1988. Historic Dodgertown was the home of Dodger Spring Training for 60 years from 1948 to 2008, and was the starting place for six World Championships and 14 National League Pennant winning teams. In 2012, Peter O'Malley started the next chapter in Historic Dodgertown history, when he formed a partnership and took over management of the property as a multi -sport complex. Today, the facility has never been more active year-round. The all-inclusive facility gives teams of all ages the unique opportunity to train, play, dine, and stay together. Two years ago, Peter O'Malley began laying the groundwork for an agreement between Major League Baseball (MLB) and Indian River. County (County) with the goal of developing a 111 partnership that will preserve Historic Dodgertown. MLB has the vision and the resources to make great things happen, and they recognize the rich tradition and history of the facility, and what it has meant to the game of baseball. Their plans will honor, respect, and elevate the history of Dodgertown. Staff believes that MLB is the best partner to ensure that the next chapter of Historic Dodgertown is a success. The existing Facility Lease Agreement between Verotown, LLC (Verotown) and Indian River County will expire on April 30, 2019. County staff, along with our outside counsel, has worked with MLB to reach terms of an Amended and Restated Facility Lease Agreement between the two parties wherein MLB is purchasing the ownership interest in Verotown. The proposed initial term of this agreement is ten years and eight months with three successive renewal options of five years each. I am comfortable recommending that the Board approve the amended lease agreement based on these terms as being in the best interest of the residents of Indian River County. The agreement represents a partnership where the County and MLB, operating as Verotown, share in the cost of facility improvements. In broad summary, the County will be responsible for initial repairs on items consisting mostly of roof replacements and concession stand replacements/repairs where maintenance had been deferred during the economic downturn. Verotown will be responsible to make some initial facility improvements such as an indoor training facility. Additionally, Verotown will make some facility repairs such as replacing the entire Holman Stadium seating bowl. The County will reimburse Verotown for 50% of these costs within the limits of the Capital Reserve Account as set forth in the lease agreement. Other than the County -funded initial improvements, the County's annual contribution will be its only obligation for facility improvements and maintenance. Verotown will be responsible for all other capital improvements and maintenance for the duration of the initial term and any renewal term. The agreement will essentially transition from the County funding the initial deferred maintenance items, to Verotown and the County sharing Verotown's initial improvement costs on a 50%/50% basis, to Verotown fully funding any facility costs beyond the amount approved in the Capital Reserve Fund. Per the term sheet, the County will be responsible to fund the deferred maintenance items mentioned above (as detailed in the funding section below) over the first (3) three years. The estimated cost of these repairs and/or replacements is $4.9 million. It is important to note that these repairs would be necessary for any tenant to continue operating Historic Dodgertown. Staff believes it is highly unlikely that any party interested in operating the facility would not require these improvements to be completed by the County. Simultaneously, Verotown will make initial improvements mentioned above (as detailed in the funding section below) during the first three (3) years. County staff has estimated the cost of these improvements at approximately $10 million. Verotown will be eligible to receive reimbursement for 50% of these costs during the term of the lease. Based upon these cost estimates, this will exhaust the Capital Reserve Account dollars for most of the initial 11 -year term. The Capital Reserve Account will be funded by the County in the amount of $800,000 for the first five years, then $400,000 beginning in Year 6 for the remainder of the lease (adjusted for inflation beginning in Year 7). Once those funds are exhausted, any future facility improvements, repairs, and maintenance will be solely the responsibility of Verotown. Staff anticipates that during the initial 11 -year lease term, Verotown's facility expenses will exceed the County's contribution. 112 In order to expedite the roofing repairs mentioned above, Verotown will manage these projects (subject to oversight by the County), with funding provided by the County. County staff requests that the Board of County Commissioners waive the requirements for bids in order to allow for this procedurally, per the County Purchasing Code. Please note, the agreement does require the County to provide parking for large events. The documents recognize the County's Parking License Agreement with the City, and it is included as an Exhibit (Exhibit `B") to the Lease Agreement. The lease requires the County to provide 2,000 parking spaces in the event that the Parking License Agreement is terminated during the lease. This amount does not include the cost of acquiring the City golf course property. As you know, the County has offered to purchase the Golf Course Property from the City for $2.4 million, which has not been accepted by the City. In the event that the County purchases this parcel in the future, the County's total expenditure related to the facility would increase. County staff has also been working with the developers of Star Suites, which is the hotel that is currently under construction adjacent to Historic Dodgertown, to secure access to the property through Flight Safety Drive. We anticipate entering into an agreement to acquire ownership of Flight Safety Drive and the parcel to the South of the Star Suites, which has been utilized for many years to access Practice Fields 5 & 6. While the County has recently secured an access easement over Flight Safety Drive, the planned purchase will ensure final proper access/control of the facility entrance and the practice fields. Funding: As stated above, the County will be responsible for certain initial repairs or replacements to address some of the deferred maintenance items at the facility (County Improvements), as detailed below. As noted above, Verotown will manage the roofing projects, with County oversight, in an effort to expedite their completion. The estimated cost of these roof repairs and replacements is $2,225,000. It should be noted that last year's Capital Improvements Program included $1,050,000 in funding for roofing replacements spread across FY 17/18, FY 18/19, and FY 19/20. The other County Improvements, as detailed below, are projected to cost $2.7 million and are to be completed within 3 years. This results in a total cost of County Improvements at $4.9 million. Verotown will be responsible to construct various initial improvements (Verotown Improvements) as detailed below. County Staff estimates the cost of these improvements at $10 million. Verotown will be eligible for reimbursement of 50% of these costs from the Capital Reserve Account. The County will contribute $800,000 per year to the Capital Reserve Account for the first five (5) years of the lease. In Year 6, the County contribution decreases to $400,000 per year thereafter (adjusted for inflation beginning in Year 7). Based upon these cost estimates, the Verotown Improvements will exhaust the Capital Reserve Account dollars for most of the initial 11 -year term. County Improvements 113 • Roof repairs or replacements at Vero Beach Dodger Office, Executive Building, Conference Center, Alston, Koufax and Campanella Buildings, Sleeping Rooms, and Spring Training Building • Removal and replacement of 1St and 3`d Base Concession Stands • Removal and replacement of Press Box (2nd Floor) at Main Concession Stand with a like facility • To the extent jointly identified by the parties, any mold remediation needed in the existing facility • Remove and replace TV Platforms at Holman Stadium (County may provide camera lifts as needed for Holman Stadium events) Verotown Improvements • Anew indoor training facility, which will include; o Indoor turf infield ' o Multiple batting cages/tunnels o Classrooms o Office space o Any demolition need to make room for facility • Initial WiFi upgrades • Initial security upgrades including security cameras and keycard entry to buildings • Fire safety upgrades • Replace entire seating bowl at Holman Stadium • Upgrade covered dugout areas at Holman Stadium • New Scoreboard at Holman Stadium • Padded outfield fences at Holman Stadium • NCAA -approved standard turf baseball field • Initial hotel room upgrades including carpet and bed replacement • Kitchen replacement including reconstructed/renovated dining and preparation areas and new kitchen equipment • Initial signage installation throughout facility Staffs financing plan is summarized below: • Partial payoff of 2001 Spring Training Bonds with 4th Cent Tourist Tax Reserves ($1,125,000). This will leave only the State payments of $500,000/ remaining for debt service. • Utilize Debt Service Reserves from Half -Cent Sales Tax for a portion of County Improvement expenses ($1,700,000). • Utilize funds budgeted for Dodgertown Roofs in FY 17/18 ($450,000), FY 18/19 ($300,000), and FY 19/20 ($300,000) for a portion ($1,050,000 total) of County Improvement expenses. • Allocate One Cent Sales Tax reserves for remainder of County Improvement expenses in FY 19/20 and FY 20/21 ($2,175,000 total). 114 • The Board approved FY 18/19 Capital Improvements Element fully funds the $4,925,000 deferred maintenance items. • Capital Reserve Fund — Years 1-5 = $800,000/year, Years 6-11 = $400,000/year (as adjusted for inflation. o Years 1-3 utilize 4th Cent of Tourist Tax ($650,000/year) with remainder from One Cent Sales Tax ($150,000) o Years 4-11 utilize'/2 of 4th Cent Tourist Tax ($325,000/year) with remainder from One Cent Sales Tax ($475,000/year in Years 4-5 and $75,000/ year in Years 6-11) • Requires change to County Code to allow 4th Cent of Tourist Tax ("The Professional Sports Facility Franchise Tax") to be expended to, "promote and advertise tourism in the State of Florida and nationally and internationally. However, if the tax revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event must have as one of its main purposes the attraction of tourists as evidence by the promotion of the activity, service, venue, or event to tourists." in accordance with Section 125.0104, Florida Statutes. The 4th Cent would then be used to fund traditional tourism promotion activities and one of the first 2 cents would be used to fund Dodgertown facility needs (essentially swapping the 4th Cent for the 1St Cent). • In summary this: o Commits a total of $3,225,000 in One Cent Sales Tax for initial County Improvement expenses needed to correct some deferred maintenance issues currently at Dodgertown. o Provides $1.85 million in One Cent Sales Tax over 11 -year lease for Capital Reserve Fund, compared to $1.375 million in current lease. o Makes $75,000/year in Tourist Tax available for tourism promotion immediately upon lease signing due to elimination of this payment from current lease. o Makes %2 of the 4th Cent of Tourist Tax available ($325,000) for other uses beginning in 2022. o Makes $125,000/year funding from Half -Cent Sales Tax available to be released to the General Fund to provide for other County services. o Limits the County's commitments to the facility to the above referenced items and requires MLB to fund any other facility needs during the initial 11 -year term essentially transitioning facility responsibilities to MLB going forward. o Verotown will provide insurance for the facility, which will provide an annual premium savings of $70,000 Staff Recommendation: 1. Staff Recommends the Board of County Commissioners approve the attached Amended and Restated Facility Lease Agreement for Historic Dodgertown. 2. Staff requests that the Board of County Commissioners waive the requirement for bids in order to allow Verotown to manage roof replacements, with County oversight, for facilities contemplated in Section 8.04(b) of the agreement and detailed above. 115 3. Staff recommends the Board of County Commissioners approve a change to the County's Code to allow for the use of the County's 4th Cent Tourist Tax (the Professional Sports Franchise Facility Tax), "To promote and advertise tourism in Florida, nationally and internationally..." in accordance with Section 125.0104, Florida Statutes, and authorize staff to advertise for a public hearing to adopt the ordinance on January 15, 2019. 4. Staff recommends that the Board of County Commissioners approve the Financing Plan detailed above to fund the County's responsibilities under the agreement. Attachment: Amended and Restated Facility Lease Agreement 116 13,x. Office Of Attorney's Matters 02/09/2021 INDIAN RIVER COUNTY ATTORNEY Dylan Reingold, County Attorney William K. DeBraal, Deputy County Attorney Susan J. Prado, Assistant County Attorney MEMORANDUM TO: The Board of County Commissioners THROUGH: Richard B. Szpyrka, P.E., Public Works Director FROM: William K. DeBraal, Deputy County Attorney DATE: February 3, 2021 SUBJECT: Acquisition of Right -Of -Way from Steve and Terrianne Martin for Phase II of 66th Avenue Improvements - 65th Street west of 66th Avenue, Parcel 304 Steve and Terrianne Martin (the Martins) are the owners of a 9.78 acre parcel of property on the north side of 65th Street, west of 66th Avenue as shown below as Figure 9. Figure 9. Martin property aerial photo 117 The parcel is zoned A-1, Agricultural, up to one residential unit per five acres and lies outside of the Urban Services Boundary. The site is a former citrus grove and is now used for grazing cattle. Improvements include a gate and fencing around the perimeter of the property. Construction plans call for the County to acquire the following from the Martins: Parcel 304 which is made up of 0.38 acres of right-of-way consisting of a 50'X 327.53' wide strip along the entire length of the southern border of the 9.78 -acre parcel; and Inside the area of take there are 14 oak trees, 327 feet of six strand barbed wire fence, a gate and a marl driveway. Please see the sketch and legal description attached to the Agreement that is included with this memorandum. Other than fencing, gate and trees, the property is unimproved with no structures. The County's appraisal for Parcel 304 was performed by Armfield & Wagner. The appraisal assigned values as follows: Parcel 304 0.38 acres @ $22,550/acre + $8,000 improvements = $16,550 The appraisal did not find any severance damages. The appraisal did attach a value of $8,000 for the trees, gate and fencing that run parallel to 65th Street. The Martins are represented by their attorney, Mickey Barkett. The Martins' experts evaluated the damages to the part taken as follows: Parcel 304 0.38 acres @$40,000/acre + $31,700 improvements = $46,900 The County is represented by outside eminent domain counsel Bill Doney. The parties reached an Agreement through negotiations with the attorneys. Staff and the Martins agreed on the terms of the Agreement that is attached to this memorandum as Exhibit A. The settlement terms are: • The County will pay to the Martins $27,500 for right-of-way parcel 304 inclusive of all severance damages, damages to the improvements and loss of the oak trees. • Statutory attorney's fees of $3,630. • All costs and expert witness fees of $7,637. • One 20' wide concrete driveway and culvert with mitered ends as depicted on the attachment to the Agreement at a cost of approximately $7,700. The total settlement cost to the County is $46,467. 118 By comparison, in February 2017, the County purchased the 18.72 -acre Greene property located at the northeast corner of 66th Avenue and 53rd Street for a future stormwater park for $558,900 ($29,855 per acre) which was an arm's length transaction without the threat of eminent domain. The County previously purchased the Miami Block from Central Groves at the southwest corner of 66th Avenue and 69th Street for $35,250/acre for the entire 18.59 parcel ($655,298.00) and $42,500/acre for 13.78 acres from Central Groves on the west side of 66th Avenue at 61St Street. i By purchasing the property in advance of filing a lawsuit, staff is attempting to save on expert witness fees incurred by both the County and the Martins. As noted in the past, expert witness fees for both parties often exceed $100,000 by the time the suit is filed and mediation is held. Pursuant to state statutes, the County is responsible for reasonable expert witness fees of the Martins. The County has incurred significant savings by not having to hire our trial witnesses: appraiser, engineer and land planner. STAFF RECOMMENDATION: Staff recommends the Board approve the Agreement for the Martin property and authorize the Chairman to execute the document on behalf of the Board. FUNDING: Funding in the amount of $46,467 for this acquisition is budgeted and available from Traffic Impact Fees/District II/ROW/66th Ave/49th to 69th St, Acct# 10215241-066120-07806. Attachments: Agreement with the sketch and legal description of right-of-way Parcel 304 Copies to: Mickey Barkett, Esq. Bill Doney, Esq. 119 AGREEMENT AGREEMENT made this day of , 2021, by and between the Board of County Commissioners of Indian River County, Florida (hereinafter "COUNTY") and Steve Martin and Terrianne Martin, husband and wife (hereinafter "OWNERS"). WHEREAS, COUNTY is in the process of acquiring certain lands necessary for the widening and improvement of 66th Avenue as well as lands necessary to make improvements on intersecting side streets such as 65th Street; and WHEREAS, OWNERS own certain real property abutting 65th Street; and WHEREAS, a portion of the lands owned by OWNERS (herein designated as Parcel 304) are necessary for the COUNTY to make its planned improvements to 65th Street; and WHEREAS, the COUNTY and OWNERS desire to amicably resolve all issues related to the acquisition of Parcel 304 by COUNTY on the following terms and conditions. NOW, THEREFORE, COUNTY and OWNERS agree as follows: 1. The above -referenced recitals are true and correct and incorporated herein by reference. 2. Within twenty (20) days from the date of approval of this Agreement by the Indian River County Board of County Commissioners, OWNERS shall convey to COUNTY, by Warranty Deed, the parcel designated as Parcel 304 as legally described in attached Exhibit A. Ad valorem real estate taxes for Parcels 304 shall be prorated as of the date of closing. Non -ad valorem taxes shall be paid in full by the OWNERS. 3. OWNERS shall convey marketable title to Parcel 304 to COUNTY free and clear of any mortgages, liens or other encumbrances of any nature. OWNERS shall obtain partial releases of mortgage and such other documents as may be necessary in order to convey free and clear title to COUNTY. 4. Upon delivery of the above -referenced Warranty Deed and in consideration for the conveyance, COUNTY shall: a. Make payment to OWNERS in the amount of $27,500 for Parcel 304 less prorated taxes and assessments. b. Make payment to OWNERS in the amount of $11,267.00 in reimbursement for attorney's fees, expert costs and other costs and expenses of any nature. 120 c. At the time of construction of the 65th Street improvements by COUNTY, COUNTY shall install a 20 foot wide concrete driveway and culvert with mitered end as depicted on the 65th Street Plan and Profile sheet attached as Exhibit B. d. At the time of commencement of the 65th Street improvements by COUNTY, COUNTY shall stake the new right-of-way/property line so that OWNERS may install a new fence and gate at the new south property line. OWNERS shall be fully responsible for all costs and expenses of the installation of the new fence and gate. e. OWNERS shall seek no other compensation or payment of any nature from COUNTY arising from or related to the acquisition of the lands subject to this Agreement. COUNTY shall be responsible for recording costs and documentary stamps, if any, due concerning the above conveyance. 5. This Agreement is subject to and contingent upon approval of the Board of County Commissioners of Indian River County. In the event such approval is not obtained, this Agreement shall be null and void and shall not be admissible in evidence in any Court proceedings pertaining to COUNTY'S acquisition of Parcel 304. DATED on the day and year first above written. Terrianne Martin, OWNER Steve Martin, OWNER Approved as to form and Legal Sufficiency Mickey Barkett Attorney for the OWNERS 121 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Joseph E. Flescher, Chairman BCC Approved: Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk Approved as to form and legal sufficiency William K. DeBraal Deputy County Attorney Approved: By Jason E. Brown County Administrator 122 �M W LU •�� b l•18•f HX� VORlOVAINn00 UgAtM NVIONI 5O," d0 H313>19aNV NOI LdIWS3o IVV3lpi [.j(«�(a�wgp :10 � 00C lsouvd c4i W II 1.I� 3�A aff )ge 4�5� cc fill% _nt —n s�Ne AO 08Z L w15L� 4 815 < I Fla o I � .c 1� g6z 1 �a F- MZ z c Z n oie no0.Ro`a off" MEN a 1 I �II �►a W� �g0§ 9 Cc m tmw <b j ZWO W� � (Qaas/) �6 1 o n uz F J0,0 P5 m� eS IMM CD CX46 0 r mm Wy Zpmp W� C '^ b m po � m� 3Nn OVHL tu a. R L 1DVUL . �aZZ 3d °� 3Nf11SY3 a Q C8�nez 3 c> ci oa c- �II M N r-1 Y 0 K �o o <b z ZWO W� � (Qaas/) �6 1 o n uz F o m� x IEft m r '^ b m OC N 7d <m O M N r-1 DISTRICT INDIAN RIVER COUNTY, FLORIDA �� ! MEMORANDUM TO: Honorable Emergency Services District Board of Commissioners THROUGH: Jason E. Brown, County Administrator THROUGH: Tad Stone, Director Department of Emergency Services FROM: Erin Sawyer, Staff Assistant IV Department of Emergency Services DATE: January 26, 2021 SUBJECT: Sole Source Purchase of Five (5) Stryker LifepJak 15 v4 Cardiac Monitors It is respectfully requested that the information contained herein be given formal consideration.by the District Board of Commissioners at the next scheduled meeting. DESCRIPTIONS AND CONDITIONS Staff is seeking the sole source purchase of five (5) Stryker Lifepak 15 v4 Cardiac Monitors. The Board has designated Stryker (formerly PhysioControl) Lifepak's as sole source since 2008, most recently on September 12, 2017. The Stryker Lifepak's are found on each Advanced Life Support (ALS) unit throughout the fleet and have reached their end of life usage. Staff has obtained price quotes for the proposed replacement of five (5) Lifepak's that are currently assigned, which reflects a trade in discount of five (5) older units. Staff recommends that the Board of County Commissioners declare asset numbers 26276, 26187, 26186, 25545 and 25544 as surplus and authorize their trade in for a 50% discount on the purchase of the new Lifepak's. These replacement Lifepak's are in the FY 2020/2021 Approved Budget. This will be a multi-year replacement program to ensure that fiscal responsibility is obtained is throughout the process. FUNDING: Funding for the five (5) Stryker Lifepak's is available in the FY 2020/2021 capital budget from the Emergency Services District Funds as follows: ACCOUNT NAME AMOUNT ACCOUNT NUMBER Emergency Services/Fire Rescue/Other Machinery & Equipment $123,979.20 11412022-066490 RECOMMENDATION: 125 Staff recommends the Board declare asset numbers 26276, 26187, 26186, 25545 and 25544 as surplus, authorize their trade in and approve the sole source purchase of five (5) Stryker Lifepak 15 v4 Cardiac Monitors. ATTACHMENTS: 1. Price Quote from Stryker 2. Sole Source Letter 126 stryker 5 LP15 V4 Quote Number: 10169579 Version: 1 Prepared For: INDIAN RIVER COUNTY FIRE Attn : Quote Date: 02/03/2021 Expiration Date: 03/26/2021 Delivery Address Name: INDIAN RIVER COUNTY FIRE Account #: 1334142 Address: 4225 43RD AVE VERO BEACH Florida 32967 Remit to: Stryker Medical P.O. Box 93308 Chicago, IL 60673-3308 Rep: Amy Wood Email: amy.wood@stryker.com Phone Number: (561) 906-5429 Mobile: (561) 906-5429 End User - Shipping - Billing Name: INDIAN RIVER COUNTY FIRE Account #: 1334142 Address: 4225 43RD AVE VERO BEACH Florida 32967 Bill To Account , Name: ,'INDIAN RIVER COUNTY FIRE Account #: 1334142 Address: y 4225 43RD AVE VERO BEACH Florida 32967 Equipment Products: ,Product Description Qty List Price Discount % Sell'Price Total 1.0 99577-001955 LIFEPAK 15 V4 Monitor/Defib - Manual & 5 $33,090.00 50.0% $16,545.00 $82,725.00 AED, Trending, Noninvasive Pacing, Sp02, NIBP, 12 -Lead ECG, EtCO2, BT. Incl at N/C: 2 pr QC Electrodes (11996-000091) & 1 Test Load (21330-001365) per device, 1 Svc Manual CD (26500-003612) per order 2.0 41577-000284 Ship Kit -QUIK-COMBO Therapy Cable; 2 5 $0.00 $0.00 $0.00 rolls100mm Paper; RC -4, Patient Cable; 4ft.; NIBP Hose, Coiled; NIBP Cuff, Reusable, adult; 12 -Lead ECG Cable, 4 - Wire Limb Leads, 5ft; 12 -Lead ECG Cable, 6 -Wire Precordial attachment 3.0 21330-001176 LP 15 Lithium -ion Battery 5.7.amp hrs , 10 $494.00 35.0% $321.10 $3,2.11.00 4.0 11171-000082 Masi moTM;RC Patient Cable - EMS, 4 FT. 11 $250.00 35.0% $162.50 $1,787.50 5.0 11171-000046 MasimoTMM-LNCS@ DCI, Adult Reusable 11 $301.00 35.0% $195.65 $2,152.15 Sp02 only Sensor. For use with -RC Patient Cable. 6.0 11171-000047 MasimoTMM-LNCS@ DCIP, Pediatric it $301.00 35.0% $195.65 $2,152.15 Reusable Sp02 only Sensor. For use with RC Patient Cable. 7.0 11160-000013 NIBP Cuff -Reusable, Child 11 $26.00 35.0% $16.90 $185.90 8.0 11160-000017 NIBP Cuff-Reusable,;Large Adult 11 $36.00 35.0% $23.40 $2157.40 9.0 11577-000002 LIFEPAK 15 Basic carry case w/right & left it $337.00 35.0% $219.05 $2,409.55 pouches; shoulder strap (11577-000001) included at no additional charge when case ordered with a LIFEPAK 15 device 10. 11220-000028 , LIFEPAK 15 Carry case top pouch 10 $61.00 35.0% $39.65 $396.50 0 11. 11260-000039 LIFEPAk 15 Carry case back pouch 11 $87.00 35.0% $56.55 $622.05 0 127 1 Stryker Medical - Accounts Receivable - accountsreceivablenstrvker.com - PO BOX 93308 - Chicago, IL 60673-3308 stryker 5 LP15 V4 Quote Number: 10169579 Version: 1 Prepared For: INDIAN RIVER COUNTY FIRE Attn : Quote Date: 02/03/2021 Expiration Date: 03/26/2021 Trade In Credit: Remit to: Stryker Medical P.O. Box 93308 a. Chicago, IL 60673-3308 Rep: Amy Wood Email: amy.wood@stryker.com Phone Number: (561) 906-5429 Mobile: (561) 906-5429 Equipment Total: $95,899.20 F ProCare Products: �# Product ,,.Description Qty SeFI iPrice Tota'I 12.1 78000001 ProCare LIFEPAK 15 Prevent Service: Annual onsite,' 5 $5,616.00 $28,080.00 preventive maintenance inspection and unlimited, repairs,... including parts, labor and travel for LIFEPAK 15 V4 Monitor/Defib - Manual & AED, Trending, Noninvasive Pacing, Sp02, NIBP, 12 -Lead ECG, EtCO2, BT.,Incl at` N/C: 2 pr QC Electrodes (11996-000091) &A Test Load,,-' 21330-001365 per device, 1 Svc ManualecD 26500-003612 per order ProCare Total: $28,080.00 Price Totals: Grand Total: $123,979.20 r Prices: In effect for 60 days. Terms: Net 30 Days Ask your Stryker Sales Rep about our -flexible financing options. a. 4 Ask your Stryker Sales Rep about our -flexible financing options. ments: Pricing reflects V1/V2 Promo - 50% discount with trade-in of V1 or V2 LIFEPAK15 towards the purchase of V4 LIFEPAK 15 128 2 Stryker Medical - Accounts Receivable - accountsreceivablegstryker.com - PO BOX 93308 - Chicago, IL 60673-3308 a. ments: Pricing reflects V1/V2 Promo - 50% discount with trade-in of V1 or V2 LIFEPAK15 towards the purchase of V4 LIFEPAK 15 128 2 Stryker Medical - Accounts Receivable - accountsreceivablegstryker.com - PO BOX 93308 - Chicago, IL 60673-3308 stryker 5LP15V4 Quote Number: 10169579 Version: 1 Prepared For: INDIAN RIVER COUNTY FIRE Attn : Quote Date: 02/03/2021 Expiration Date: 03/26/2021 AUTHORIZED CUSTOMER SIGNATURE Remit to: Stryker Medical P.O. Box 93308 Chicago, IL 60673-3308 Rep: Amy Wood Email: amy.wood@stryker.com Phone Number: (561) 906-5429 Mobile: (561) 906-5429 129 3 Stryker Medical - Accounts Receivable - accountsreceivable cnr stryker.com - PO BOX 93308 - Chicago, IL 60673-3308 Deal Consummation: This is a quote and not a commitment. This quote is subject to final credit, pricing, and documentation approval. Legal documentation must be signed before your equipment can be delivered. Documentation will be provided upon completion of our review process and your selection of a payment schedule. Confidentiality Notice: Recipient will not disclose to any third party the terms of this quote or any other information, including any pricing or discounts, offered to be provided by Stryker to Recipient in connection with this quote, without Stryker's prior written approval, except as may be requested by law or by lawful order of any applicable government agency. Terms: Net 30 days. FOB origin. A copy of Stryker Medical's standard terms and conditions can be obtained by calling Stryker Medical's Customer Service at 1 -800 -Stryker. In the event of any conflict between Stryker Medical's Standard Terms and Conditions and any other terms and conditions, as may be included in any purchase order or purchase contract, Stryker's terms and conditions shall govern. Cancellation and Return Policy: In the event of damaged or defective shipments, please notify Stryker within 30 days and we will remedy the situation. Cancellation of orders must be received 30 days prior to the agreed upon delivery date. If the order is cancelled within the 30 day window, a fee of 25% of the total purchase order price and return shipping charges will apply. 130 Physio -Control, Inc. ( Lifesaving starts here: ADDRESS February 4, 2021 11811 Willows Road NE ; Redmond, WA 98052 Dear Customer, PHONE GENERAL Physio -Control, Inc. is the sole -source provider in the Hospital (hospitals and hospital -owned 4258674000 facilities), Emergency Response Services and Emergency Response Training (paramedics, TOLL-FREE professional and volunteer fire) markets for the following products: 8004421142 New LIFEPAK® 15 monitor/defibrillators www.physio-control.com • New LIFEPAK 20e defibrillator/monitors • New LIFEPAK 1000 automated external defibrillators • New LUCAS® Chest Compression Systems • TrueCPRTM Coaching Devices , Physio -Control, Inc. is the sole -source provider in all markets for the following products & services: • RELIsm (Refurbished Equipment from the Lifesaving Innovators) devices • LIFENET® System and related software • Factory -authorized inspection and repair services which include repair parts, upgrades, inspections and repairs • HealthEMS® Software • HomeSolutions.NET® Software • ACLS (non -clinical) LIFEPAK® defibrillator/monitors Physio -Control is also the sole source distributor of the following products for EMS customers in the U.S. and Canadian markets: • McGRATH® MAC EMS Video Laryngosope • McGRATH° MAC Disposable Laryngoscope Blades • McGRATH° X Blade TM Physio -Control does not authorize any resellers to sell these products or services in the markets listed above. We will not fulfill orders placed by. non -authorized businesses seeking to resell our products. If you have questions, please feel free to contact your local Physio -Control sales representative at 800.442.1142. Best regards, PHYSIO -CONTROL, INC. Ilan Criss Vice -President, Americas Sales 131 15-.8.� Indian River County Florida Indian River County Administration Complex 1801 27th Street, Building A Vero Beach, Florida, 32960-3388 www.ircgov.com Solid Waste Disposal District Meeting Minutes - Draft Tuesday, December 1, 2020 Commission Chambers This meeting can be attended virtually via Zoom. Instructions can be found at the end of this agenda and also online at www.ircgov.com. Board of Commissioners Chairman, Joseph E. Flescher, District 2 Vice Chairman, Peter D. O'Bryan, District 4 Commissioner. Susan Adams, District 1 Commissioner Joseph H. Earman, District 3 Commissioner Laura Moss, District 5 Jason E. Brown, County Administrator Dylan Reingold, County Attorney Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller Rhonda D. Zirkle, Deputy Clerk 132 Board of Commissioners SWDD Meeting Minutes - Draft December 1, 2020 The Board of County Commissioners reconvened as the Board of Commissioners of the Solid Waste Disposal District. The minutes will be approved at an upcoming Solid Waste Disposal District meeting. B. Solid Waste Disposal District 153.1. 20-2180 Waste Management Franchise Agreement Renewal Option Recommended Action: Staff is requesting that the Board consider option 2: Direct staff to maintain current services and authorize staff to notify Waste Management, Inc., of Florida, of our intent to renew the Franchise Agreement for an additional three (3) years from October 1, 2022 to September 30, 2025. Attachments: Staff Report Vincent Burke, Director of Utility Services, Himanshu Mehta, Managing Director of Solid Waste Disposal District (S)VDD), and Ron Jones, Assistant Managing Director of SWDD, along with representatives from Republic Services and Waste Management Inc. of Florida (Waste Management) were present before the Board. Director Burke referred to staffs memorandum dated November 18, 2020, to provide the history of SWDD's relationship with Waste Management, and three (3) options for moving forward. He stated that the current franchise agreement would expire on October 1, 2022, and they were 10 months from the contractual requirement to notify Waste Management of the intent to renew or not to renew the franchise agreement. Director Burke wrapped -up his presentation with staffs recommendation of Option 2, to keep things as they are and direct staff to inform Waste Management of the SWDD's intent to renew the franchise agreement through September 30, 2025. Deborah Perez, Government Affairs Manager, Waste Management, addressed the Board to recommend the approval of Option 3, to explore mandatory collection prior to 2025, then direct staff to inform Waste Management of the SWDD's intent to not renew the franchise agreement. Vice Chairman O'Bryan inquired with Ms. Perez as to whether Waste Management would honor the current contract if the SWDD decided to move to mandatory collection, and Ms. Perez responded that the corporate office would make the decision. Joanne Stanley, Municipal Sales Manager, Republic Services, was in favor of Option 3, making mention that Republic Services was interested in bidding on mandatory collection services. In addition, she provided Vice Chairman O'Bryan with an explanation for the rates being charged to the residents of the Town of Indian River Shores. Joe Baird, representing Republic Services, also spoke in support of Option 3. i Indian River County Florida l"ge 1 Board of Commissioners SWDD Meeting Minutes - Draft December;1, 2020 Discussion ensued among the Commissioners regarding the concerns and benefits of universal/mandatory collection services. Vice Chairman O'Bryan and Commissioner Adams felt the change was necessary and inevitable, and they supported Option 3, moving to mandatory garbage collection beginning October 1, 2022. .Commissioner Earman, Chairman Flescher, and Commissioner Moss were not in favor of a cost increase at the present time and they supported Option 2, to renew the franchise agreement through September 30, 2025. All Commissioners were in favor of continued operations at all five (5) convenience centers, regardless of the option being approved. County Administrator Jason Brown responded to an inquiry from Commissioner Moss, who was interested in knowing whether staff was concerned about Waste Management's commitment to honor the franchise agreement through 2025. He clarified his reason for believing that Waste Management would continue to provide a good, reliable service to the County residents, which led to Vice Chairman O'Bryan's discussion about complaints he had received that bulk items were not being retrieved in a timely fashion. Commissioner Adams inquired and received confirmation from Managing Director Mehta that 75% of residences in the unincorporated areas of the County pay for a garbage collection service. A motion was made by Commissioner Moss, seconded by Commissioner Earman, to approve staffs recommendation of Option 2. The motion carried by the following vote: Aye: 3 - Chairman Flescher, Commissioner Earman, and Commissioner Moss Nay: 2- Vice Chairman O'Bryan, and Commissioner Adams 15.B.2. 20-2187 Generation Study and Rate Analysis by Kessler Consulting, Inc. Recommended Action: Solid Waste Disposal District staff recommends that the Board waive the bid process and authorize the Purchasing Manager to issue a purchase order to Kessler Consulting, Inc. for Phase l to not exceed $24,950 and to issue a' purchase order for Phase 2 to not exceed a combined total of $150,000 to perform a solid waste rate study. Attachments: Staff Report Solid Waste Generation and Rate Analysis Proposal Director of Utility Services Vincent Burke referred to a PowerPoint presentation and staffs memorandum dated November 23, 2020, to explain the process and proposed costs associated with conducting a full, field-based'solid waste generation and assessment rate study, as requested by the Board on July 7, 2020. Due to Kessler Consulting Inc. having knowledge of the SWDD's Indian River County Florida l"ge 2 Board of Commissioners SWDD Meeting Minutes - Draft December 1, 2020 operations. Director Burke requested that the Board waive the requirement of bids and approve the issuance of purchase orders for the study. A representative from Kessler Consulting was present; the Board had no questions. A motion was made by Commissioner Adams, seconded by Vice Chairman O'Bryan, to approve staffs recommendation. The motion carried by the following vote: Aye: 5- Chairman Flescher, Vice Chairman O'Bryan, Commissioner Adams, Commissioner Earman, and Commissioner Moss Indian River County Florida " ge 3 1 Indian River County, Florida Solid Waste Disposal District Board Memorandum Date: January 22, 2021 To: Jason E. Brown, County Administrator From: Vincent Burke, PE, Director of Utility Services Prepared By: Himanshu H. Mehta, PE, Managing Director, Solid Waste Disposal District (SWDD) Subject: Award of Bid for Landfill Segment 3 Cell 1 Landfill Gas System Expansion Project (Bid #2021006) Descriptions and Conditions: The Indian River County (IRC) Solid Waste Disposal District (SWDD) requested the solicitation of bids for the construction of the Landfill Segment 3 Cell 1 Landfill Gas System Expansion. SWDD utilized CDM Smith to provide the initial Phase 1 design, permitting and bidding assistance for this project in accordance with the approved Work Order No. 2 dated May 19, 2020, in the amount of $199,810. The Phase 2 construction services will be provided under an amendment to Work Order No. 2. Bid Results: Advertising Date: November 29, 2020 Bid Opening Date: January 6, 2021 Demandstar Broadcast to: 574 Subscribers Specifications/Plans Downloaded by: 15 Plan Holders Replies: 4 Vendors Bidder Location Total Bid Aptim Environmental & Infrastructure, LLC Baton Rouge, Louisiana $1,204,698.00 Prime Construction Group, Inc Orlando, Florida $2,293,879.00 Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services Reston, Virginia $1,064,910.00 Triten Industrial Contractors, LLC I Jacksonville, Florida $1,538,295.00 Analysis: This project provides the expansion of the landfill gas system, which will provide additional odor control, reduce the possibility of a fire/explosion, and provide a potential to market the landfill gas. 136 ENGINEERS ESTIMATES: On November 17, 2020, CDM Smith provided a 100 Percent Opinion of Probable Construction Cost for the project in the amount of $2,077,000, as included in Attachment 1. CDM Smith provided this estimate based on the material prices obtained from recognized suppliers and review of recent bids and included a 10% contingency. ENGINEERS BID EVALUATION: On January 6, 2021, the Indian River County Purchasing Division provided a summary of the bid tabulation confirming that each of the bidders was responsive in submitting all of the required information in the bid documents. On January 22, 2021, CDM Smith provided the evaluation of bids for this project, as summarized below and included in Attachment 2. CDM Smith also found each of the bidders responsive and performed a positive reference check on the apparent low bidder. CDM Smith recommends that the construction contract be awarded to the "lowest, responsive, responsible bidder", Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services, for the Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion project, IRC Bid No. 2021006. CDM Smith recommends award of the contract for Base Bid Items 1-3 in the amount of $968,100 with a contingency of 10 percent of the base bid items in the amount of $96,810 and Alternate Bid Item 1 in the amount of $3,600 for a Grand Total, not to exceed amount, of $1,068,510. All contingency amounts will require approval on a case-by-case basis for inclusion in the project. PERMITTING STATUS: On October 29, 2020, CDM Smith submitted to the Florida Department of Environmental Protection (FDEP) a landfill intermediate modification to permit 0128769 -022 -SC (construction) and minor modification to permit 0128769 -023 -SO (operations). The cost of the permit modification was $5,000. On November 25, 2020, the FDEP issued a "Notice of Intent to Issue Permit Modification Nos. 0128769 -029 - SO -IM". Per FDEP requirements, SWDD published this notice in the Press Journal on December 1, 2020. On December 16, 2020, the FDEP issued the permit to SWDD to proceed with the construction of this project. 137 Grand Total Bid Item No. 4 Grand Total Item 5 - Alternate Grand Total Base Bidder Base Bid Contingency Base Bid Bid Item 1 Bid Items No. 1-3 (10%) Item Nos. 1-4 (additional) Item Nos. 1-5 Sterns, Conrad and Schmidt, Consulting $ 968,100 $96,810 $1,064,910 $3,600 $1,068,510 Engineers, Inc. dba SCS Field Services Aptim Environmental & $1,095,180 $109,518 $1,204,698 $28,200 $1,232,898 Infrastructure, LLC Triten Industrial $1,398,450 $139,845 $1,538,295 $3,840 $1,542,135 Contractors, LLC Prime Construction $2,085,345 $208,534 $2,293,879 $5,400 $2,299,279 Group, Inc CDM Smith also found each of the bidders responsive and performed a positive reference check on the apparent low bidder. CDM Smith recommends that the construction contract be awarded to the "lowest, responsive, responsible bidder", Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services, for the Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion project, IRC Bid No. 2021006. CDM Smith recommends award of the contract for Base Bid Items 1-3 in the amount of $968,100 with a contingency of 10 percent of the base bid items in the amount of $96,810 and Alternate Bid Item 1 in the amount of $3,600 for a Grand Total, not to exceed amount, of $1,068,510. All contingency amounts will require approval on a case-by-case basis for inclusion in the project. PERMITTING STATUS: On October 29, 2020, CDM Smith submitted to the Florida Department of Environmental Protection (FDEP) a landfill intermediate modification to permit 0128769 -022 -SC (construction) and minor modification to permit 0128769 -023 -SO (operations). The cost of the permit modification was $5,000. On November 25, 2020, the FDEP issued a "Notice of Intent to Issue Permit Modification Nos. 0128769 -029 - SO -IM". Per FDEP requirements, SWDD published this notice in the Press Journal on December 1, 2020. On December 16, 2020, the FDEP issued the permit to SWDD to proceed with the construction of this project. 137 The contractor would be responsible for obtaining any other necessary construction/building permits identified in the bid documents. Funding: The Segment 3 Cell 1 Landfill Gas Expansion project is considered a "closure activity" and, as such, is funded from an escrow account long established per FDEP requirements. The project has been given a substantial completion time of 180 calendar days, and a final completion time of 210 calendar days. Therefore, if approved today, it is anticipated that the work/invoicing for this project will be completed in the current fiscal year. Please note, there will be engineering construction services that will be required to oversee the project due to its technical and involved construction process. These costs are provided in more detail in a separate agenda item for SWDD Board approval. However, a summary of these estimated costs is included below to provide an overall budgetary impact from these projects. SUMMARY OF ENGINEERING SERVICES DESCRIPTION DESCRIPTION AMOUNT APPROVAL Phase II — CDM Smith $139,190.00 DATE Phase I — Design, Bid and $199,810.00 07-18-2017 Permitting Services $96,810.00 Bid Alternative Phase II — Engineering Services $139,190.00 Pending 02-02-2021 During Construction $1,407,510.00 Total Engineering Services $339,000.00 Below is a summary of both the engineering and construction costs in terms of the two revenue funding sources. SUMMARY OF ENGINEERING AND CONSTRUCTION COSTS DESCRIPTION TOTAL Phase I — CDM Smith $199,810.00 Phase II — CDM Smith $139,190.00 Total Engineering Costs $339,000.00 Total Base Bid —SCS Field Services $968,100.00 Construction Contingency (10%) $96,810.00 Bid Alternative $3,600.00 Total Construction Costs $1,068,510.00 Total Engineering and Construction Costs $1,407,510.00 In the current Fiscal Year (FY) 2020/21, we have budgeted $2,500,000 for the Segment 3 Cell 1 Landfill Gas Expansion project. 138 As with any construction project, there is a possibility of delays due to weather and other unforeseen circumstances that may affect the overall schedule and budget of both the engineering and/or construction costs. BID NO. 2021006 AWARD TO SCS FIELD SERVICES DESCRIPTION ACCOUNT AMOUNT Construction —Segment 3 Cell 1 Landfill Gas Expansion 1 411-239006 (Escrow) $1,068,510.00 Recommendation: Staff recommends that its Board approve the following: a) Approve award of Bid No. 2021006 to Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services, of Reston, Virginia, as the lowest responsive responsible bidder for the Segment 3 Cell 1 Landfill Gas System Expansion project for a grand total in the amount of $1,068,510.00. b) Approve and authorize the Chairman to execute the sample agreement, as presented, pending receipt of bonds and insurance requirements and final approval by the County Attorney as to form and legal sufficiency. ATTACHMENT: 1. CDM Smith 100 Percent Opinion of Probable Construction Cost 2. CDM Smith Evaluation of Bids 3. Sample Agreement 139 Smith 1701 Highway A -1-A, Suite 301 Vero Beach, Florida 32963 tel: 772-231-4301 fax: 772-231-4332 November 17, 2020 Mr. Himanshu Mehta, P.E. Managing Director Indian River County Solid Waste Disposal District 1325 74th Avenue SW Vero Beach, FL 32968 Subject: Indian River County Segment 3 Cell 1 Landfill Gas System Expansion 100 Percent Design Opinion of Probable Construction Cost Dear Mr. Mehta: This letter provides the 100 Percent Opinion of Probable Cost of Construction (OPCC) for the Segment 3 Cell 1 Landfill Gas System Expansion project as prepared by CDM Smith Inc. (CDM Smith). The OPCC is based on the following: PROJECT DESCRIPTION The work of this Contract is located at the Indian River County Landfill at 1325 74th Avenue SW in Vero Beach, Florida. The work includes the construction of the landfill gas collection system in Cell 1. The landfill gas system will include vertical collection wells, new headers, new air and force main piping, and new well dewatering pumps. The landfill gas expansion will also include sideslope collectors on the east side of Segment 3 Cell 1. DERIVATION OF OPINION OF THE PROBABLE COST OF CONSTRUCTION The prices for each item in this OPCC were prepared by CDM Smith. The material prices were obtained from recognized suppliers, wherever possible, and/or review of recent bids, and such prices reflect delivery to the project site. As of November 2020, the OPCCs for the elements listed above are: Segment 3 Cell 1 Landfill Gas System Expansion $1,784,000 Public Construction Bond $ 54,000 Mobilization and Demobilization $ 50,000 Contingency (10%) $ 189 000 Total $2,077,000 Included in Attachment 1 is the bid form completed with the OPCC unit prices. It should be noted that the total value in the bid form was rounded up to the nearest thousand dollars. We trust the above meets with your approval. If you have any questions or comments, please contact me in the Vero Beach office. 140 WATER + ENVIRONMENT +TRANSPORTATION + ENERGY + FACILITIES CDM smith Mr. Himanshu Mehta, P.E. November 17, 2020 Page. 2 Sincerely, Martin J. Lewis, P.E., BCEE, PMP Project Manager CDM Smith Inc. MJL/AMH/jj Attachment File: PW PL1 6706-250111.02.06 cc: Eric J. Grotke, CDM Smith Amy Hightower, CDM Smith Joseph Curro, CDM Smith Kurt Westerlund, CDM Smith Ron Jones, IRC SWDD (2899 L[r.d= 141 za ` Attachment 1- Bid Form with OPCC Unit Costs Item (Note 1) Unit Estimated Quantity Notes 6 7 Unit Price Total BID ITEMS: 1. SEGMENT 3 CELL 1 LANDFILL GAS SYSTEM EXPANSION 1A. Site Work a. Site Preparation L.S. 1 $106,000 $106,000 b. Landfill Gas Collection Piping Installation (Note 3) b.l. 24 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 170 $212 $36,040 b.2. 18 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 930 $140 $130,200 b.3. 12 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 520 $91 $47,320 b.4.8 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 170 $74 $12,580 b.5. 6 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 1,900 $45 $85,500 b.6.4 -inch SDR 17 HDPE Solid Pipe and Fittings L.F. 320 $40 $12,800 c. Vertical Extraction Well (Note 4) V.F. 1,050 $290 $304,500 d. Sideslope Collector d.l. Sideslope collector 40 mil textured HDPE geomembrane S. F. 12,000 $1.19 $14,280 d.2. Sideslope collector 6 -inch SDR 11 HDPE solid pipe and fittings in rock Note 5 L.F. 200 $95 $19,000 d.3. Sideslope collector 6 -inch SDR 11 HDPE solid pipe and fittings in common fill Note S L.F. 3,000 $52 $156,000 d.4. Sideslope collector 6 -inch SDR 11 HDPE perforated pipe and fittings in rock Note 5 L.F. 3,000 $91 $273,000 e. Landfill Gas Appurtenances and Fittings e.1. Well Head Ea. 38 $3,700 $140,600 e.2. Miscellaneous Valves and Fittings L.S. 1 $35,000 $35,000 e.3. Access Riser with Fernco Cap Ea. 12 $2,050 $24,600 e.4. Zone Valve Ea. 6 $3,900 $23,400 f. Compressed Air and Force Main Piping, Fittings, Valves, and Ancillary Components f.l. 2 -inch SDR 11 HDPE Compressed Air & Condensate Force Main Pipe (same trench as LFG pipe) (Note 3) L.F. 3,400 $45 $153,000 f.2. 2 -inch Compressed Air and Force Main Valves Assembly Ea. 6 $1,500 $9,000 f.3. Well Dewatering Pump Assembly Ea. 14 $5,900 $82,600 f.4. Well Dewatering Pump Installation Ea. 14 $1,500 $21,000 g. Miscellaneous L.S. 1 $60,000 $60,000 1B. Survey (Note 8) L.S. 1 $37,000 $37,000 TOTAL BID ITEM 1(Rounded up to nearest $1,000) $1,784,000 2. PUBLIC CONSTRUCTION BOND AND INSURANCE (TOTAL) L.S. 1 $54,000 I 3. MOBILIZATION AND DEMOBILIZATION (TOTAL) (Note 2) L.S. 1 $50.000 4. CONTINGENCY ALLOWANCE (10% of sum of Bid Items 1, 2, and 3) L.S. 1 $189,000 GRAND TOTAL BID $2,077,000 Smith loft 142 A2899 Attach. 1 xisx 1701 Highway A -1-A, Suite 301 Vero Beach, Florida 32963 tel: 772-231-4301 fax: 772-231-4332 January 22, 2021 VIA E-MAIL Mr. Himanshu H. Mehta, P.E. Managing Director Indian River County Solid Waste Disposal District 1325 74th Avenue SW Vero Beach, Florida 32968 Subject: Indian River County Solid Waste Disposal District Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion Indian River County Bid No. 2021006 Evaluation of Bids Dear Mr. Mehta: The bid opening for the Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion was held on Wednesday, January 6, 2021 at 2:00 p.m. at Indian River County Purchasing. Bids were received from four contractors: Sterns, Conrad, and Schmidt Consulting Engineers, Inc., Aptim Environmental & Infrastructure, LLC., Triten Industrial Contractors, LLC., and Prime Construction Group, Inc. A summary of the bids is provided below, along with the Grand Total Base Bid amount, which is the basis of determining the apparent low bidder. A more detailed Bid Tabulation table is included as Attachment A. 143 io WATER + ENVIRONMENT + TRANSPORTATION + ENERGY + FACILITIES Sterns, Conrad and Schmidt, Consulting $968,100 $96,810 $1,064,910 $3,600 $1,068,510 Engineers, Inc. dba SCS Field Services Aptim Environmental & $1,095,180 $109,518 $1,204,698 $28,200 $1,232,898 Infrastructure, LLC Triten Industrial $1,398,450 $139,845 $1,538,295 $3,840 $1,542,135 Contractors, LLC Prime Construction $2,085,345 $208,534 $2,293,879 $5,400 $2,299,279 Group, Inc 143 io WATER + ENVIRONMENT + TRANSPORTATION + ENERGY + FACILITIES CDM - Smith Mr. Himanshu H. Mehta, P.E. January 22, 2021 Page 2 Each of the bidders supplied a bid bond in the amount of 5 percent of the Grand Total Base Bid. Each bidder acknowledged receipt of Addendum Numbers 1 and 2. Bids for the project are valid for a period of ninety calendar days from the bid opening day and expire on April 6, 2021. The difference between the four bidders is tabulated below. 1 fC:l MAMBO Cil WOW Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services $1,064,910 $0.00 0.00% Aptim Environmental & Infrastructure, LLC $1,204,698 $139,788 13.13% Triten Industrial Contractors, LLC $1,538,295 $473,385 44.45% Prime Construction Group, Inc $2,293,879 $1,228,969 115.41% The low bidder on the project is Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services with a Grand Total Base Bid of $1,064,910. SWDD indicated that they intended to exercise the Alternate Bid Item 1 which increases the cost by $3,600. SCS Field Services submitted the following information as required by the Bid Documents: ■ Bid Form (00300) ■ Schedule of Subcontractors (00431) • State Certification (State Certified General Contractor) ■ Power of Attorney (for Surety Bond) ■ Schedule of Suppliers (Section 00450) ■ Disclosure of Relationships (Section 00452) ■ Confirmation of Drug -Free Workplace (Section 00454) ■ Non -Collusive Affidavit (Section 00455) ! ■ General Information Required of Bidders (Section 00456) ' ■ Alternate Suppliers (Section 00460) • Certification Regarding Prohibition Against Contracting with Scrutinized Companies (Section 00470) ■ Trench Safety Act Certificate (Section 00480) ■ Bid Bond for 5 percent of amount bid (Document A310 - 2010) I I ;;Z941.doc. , i� CDM Mr. Himanshu H. Mehta, P.E. January 22, 2021 Page 3 The following suppliers were indicated on the Schedule of Suppliers (Section 00450) submitted with the bid: The following suppliers were indicated on the Alternate Suppliers (Section 00460) form submitted with the bid: 1. HDPE Pipe & Fittings 1. Geosynthetics C. Agru America 2. HDPE Pipe B. Performance Pipe 3. Landfill Gas Valves A. Asahi America Inc. 4. Landfill Gas Wellheads A. QED Environmental Systems Inc. 5. Well Dewatering Pump Assembly A. QED Environmental Systems Inc. 6. PVC Pipe Alternate Supplier The following suppliers were indicated on the Alternate Suppliers (Section 00460) form submitted with the bid: * The CONTRACTOR supplied additional Information on these alternate equipment suppliers. CDM Smith received preliminary submittals from SCS Field Services regarding their providing Charter Plastics, Flying W and Ipex as alternate suppliers for piping. These preliminary submittals appear to be acceptable pending formal shop drawing submittal review. SCS Field Services also submitted a statement of qualification from Recovery Drilling Services, LLC, which is acceptable. CDM Smith contacted all of the references provided on the project experience form, two were positive with one abstaining from comment by their county policy. CDM Smith also contacted the most recently referenced project in Augusta, Georgia and received positive responses confirming the project was performed on time and under budget. SCS Field Services is currently performing a project for the City of Jacksonville under CDM Smith supervision without incident. CDM Smith has also confirmed that SCS Field Services is a general contractor with an active license with the State of Florida. Based on the reference's information supplied in the bid, and our current project experience with SCS Field Services, we have determined that SCS Field Services is a responsive, responsible contractor, and is capable of undertaking and completing the Contract in a satisfactory and timely manner. 145 j2941.docx i,i 1. HDPE Pipe & Fittings Charter Plastics 2. HDPE Pipe & Fittings Flying W 3 PVC Pipe & Fittings Harvel 4. 1 PVC Pipe & Fittings Ipez * * The CONTRACTOR supplied additional Information on these alternate equipment suppliers. CDM Smith received preliminary submittals from SCS Field Services regarding their providing Charter Plastics, Flying W and Ipex as alternate suppliers for piping. These preliminary submittals appear to be acceptable pending formal shop drawing submittal review. SCS Field Services also submitted a statement of qualification from Recovery Drilling Services, LLC, which is acceptable. CDM Smith contacted all of the references provided on the project experience form, two were positive with one abstaining from comment by their county policy. CDM Smith also contacted the most recently referenced project in Augusta, Georgia and received positive responses confirming the project was performed on time and under budget. SCS Field Services is currently performing a project for the City of Jacksonville under CDM Smith supervision without incident. CDM Smith has also confirmed that SCS Field Services is a general contractor with an active license with the State of Florida. Based on the reference's information supplied in the bid, and our current project experience with SCS Field Services, we have determined that SCS Field Services is a responsive, responsible contractor, and is capable of undertaking and completing the Contract in a satisfactory and timely manner. 145 j2941.docx i,i CDM Smith Mr. Himanshu H. Mehta, P.E. January 22, 2021 Page 4 Accordingly, CDM Smith recommends that Indian River County award a construction contract to the lowest responsive, responsible bidder, Sterns, Conrad and Schmidt, Consulting Engineers, Inc. dba SCS Field Services, for the Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion project, IRC Bid No. 2021006. CDM Smith recommends award of the contract for Base Bid Items 1-3 in the amount of $968,100 with a contingency of 10 percent of the base bid items in the amount of $96,810 and Alternate Bid Item 1 in the amount of $3,600 for a Grand Total not to exceed amount of $1,068,510. All contingencyamounts will require approval on a case-by-case basis for inclusion in the project. If you have any questions, comments, or require any additional information, please contact me at (772) 538-3066 or lewismj@cdmsmith.com Sincerely, Martin J. Lewis, P.E., BCEE, PMP Project'Manager III CDM Smith Inc. MJL/jj Attachment File: PW PL1 6706-250111.04.15.06 cc: Mr. Vincent Burke, IRC Ms. Jennifer Hyde, IRC Mr. Eric Grotke, CDM Smith Mr. Kevin Vann, CDM Smith 1jj2941.docx 10 © 2021 CDM Smith All Rights Reserved ATTACHMENT A Indian River County Solid Wast Disposal District Segment 3 Cell 1 Landfill Gas System Expansion Schedule of Bid Items SCS FIELD SERVICES with Alternate Bid Item Included. Item (Note 1) Estimated Unit Quantity Unit Price Total (Notes 6, 7) BID ITEMS: 1. SEGMENT 3 CELL 1 LANDFILL GAS SYSTEM EXPANSION LA. Site Work a. Site Preparation L.S. 2,6001 $2,600 b. Landfill Gas Collection Piping Installation (Note 3) h7 6706-250111 January 2021 Indian River County Solid Waste Disposal District Indian River County Landfill Segment 3 Cell 1 Landfill Gas System Expansion IRC Bid Number 2021006 SECTION 00530 - EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT ("Agreement" or "Contract"), dated, 2021 dis by and between Indian River County Solid Waste Disposal District (SWDD), a special dependent trict of Indian River County (IRC), a political subdivision of the State of Florida ("OWNER" or"SWDD") and ("CONTRACTOR") OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 WORK 1.1 CONTRACTOR as an independent contractor and not as an employee shall furnish and complete all of the necessary labor, material, and equipment to perform the work as specified or indicated in the Contract Documents. The work is generally described as follows: A. The Work shall include but is not necessarily limited to the following: Bid Item No. 1. Segment 3 Cell 1 Landfill Gas System Expansion: a. Site Preparation. b. Landfill Gas Collection Piping and Installation c. Vertical Extraction Wells d. Sideslope Collectors e. Landfill Gas Appurtenances and Fittings f. Compressed Air and Force Main Piping, Fittings, Valves, and Ancillary Components. g. Survey 2. Bid Item No. 2. Public Construction Bond and Insurance. 3. Bid Item No. 3. Mobilization and Demobilization. 4. Bid Item No. 4. Contingency Allowance at OWNER's Discretion. (10 percent of total of Bid Items 1 through 3.) 148 ARTICLE 2 ENGINEER 2.1 The project has been designed by CDM Smith Inc., hereinafter called ENGINEER, and who is to act as OWNER's representative, assume all duties and responsibilities and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the work in accordance with the Contract Documents. ARTICLE 3 CONTRACT TIME 3.1 The CONTRACTOR shall be substantially completed with the work of Milestone 1 within One Hundred Eighty (180) calendar days from the date of Notice of Proceed, in accordance with Paragraph 2.03 of the General Conditions as amended by the Supplementary Conditions, and be completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions as amended by the Supplementary Conditions within Two Hundred Ten (2 10) calendar days after the issuance of the Notice to Proceed. 3.2 Liquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER 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. They also recognize the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by OWNER if the work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER: (a) Four hundred and fifty dollars ($450.00) for each day that expires after the time specified in Paragraph 3.1 for Substantial Completion of the work of the project and (b) four hundred dollars ($400.00) for each day that expires after the time specified in Paragraph 3.1 for completion and readiness for final payment or use of each section of the project. ARTICLE 4 CONTRACT PRICE 4.1 OWNER shall pay CONTRACTOR for completion of the work in accordance with the Contract Documents in current funds in the amount of $ ARTICLE 5 PAYMENT PROCEDURES CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions as amended by the Supplementary Conditions. Applications for Payment will be processed as provided in the General Conditions as amended by the Supplementary Conditions and the Contract Documents. 5.1 Progress Payments. The OWNER shall make progress payments to the CONTRACTOR on the basis of the approved partial payment request as recommended by ENGINEER in accordance with the provisions of the Local Government Prompt Payment Act, Florida Statutes section 218.70 et. seq. The OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and acceptance of all work to be performed by CONTRACTOR under the Contract Documents. 5.2 Pay Requests. Each request for a progress payment shall contain the CONTRACTOR'S certification. All progress payments will be on the basis of progress of the work measured by the schedule of values established, or in the case of unit price work based on the number of units completed. 149 5.3 Paragraphs 5.1 and 5.2 do not apply to construction services work purchased by the County/SWDD as OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor laws and regulations or requirements that are contrary to any provision of the Local Government Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant requirements and guidelines. 5.4 ACCEPTANCE AND FINAL PAYMENT: Upon receipt of written notice that the work is ready for final inspection and acceptance, the ENGINEER will promptly make such inspection and when the ENGINEER finds the work acceptable under the terms of the Contract and the Contract fully performed, the ENGINEER will promptly issue a final completion certificate stating that the work provided for in this Contract has been completed, and acceptance by the OWNER under the terms and the conditions thereof is recommended and the entire balance found to be due the CONTRACTOR, will be paid to the CONTRACTOR by the OWNER following SWDD Board approval of the final Contract payment. 5.5 Acceptance of Final Payment as Release. The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with the work under this Contract and for every act and neglect of the OWNER and others relating to or arising out of the work. Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under the Contract Documents or the Payment and Performance Bonds. ARTICLE 6 INTEREST Not Applicable. ARTICLE 7 CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 7.1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions as amended by the Supplementary Conditions, and accepts the determination set forth in Paragraph SC -4.02 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in Paragraph 7.2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as CONTRACTOR considers necessary for the performance of furnishing of the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.02 of the General Conditions; and no additional examinations, investigations, 150 explorations, tests, reports, studies or similar information or data are or will be required by CONTRACTOR for such purposes. 7.4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said underground facilities are or will be required by CONTRACTOR in order to perform and furnish the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions ofParagraph 4.04 of the General Conditions. 7.5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. ARTICLE 8 CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the work consist of the following: 8.1 This Agreement (Section 00530). 8.2 Public Construction Bond (Section 00610). 8.3 Notice of Award and Notice to Proceed (examples in Section 00800). 8.4 General Conditions (Section 00700). 8.5 Supplementary Conditions (Section 00800). 8.6 Specifications bearing the title "INDIAN RIVER COUNTY LANDFILL SEGMENT 3 CELL 1 LANDFILL GAS SYSTEM EXPANSION" as listed in the table of contents hereof. 8.7 Drawings, inclusive with each sheet bearing the following general title: "INDIAN RIVER COUNTY LANDFILL SEGMENT 3 CELL 1 LANDFILL GAS SYSTEM EXPANSION". 8.8 Addenda numbers to , inclusive. 8.9 CONTRACTOR's Bid Form (Section 00300) and all attachments thereto: (a) Certificates of Insurance (included in Section 00800 Supplementary Conditions). (b) Certificate of Compliance with the Florida Trench Safety Act (Section 00480). (c) Schedule of Subcontractors (Section 00450). (d) Disclosure of Relationships (Section 00452). (e) General Information Required for Bidders (Section 00456). (f) Schedule of Alternate Suppliers (Section 00460). (g) Confirmation of a Drug -Free Workplace (Section 00454). (h) Non -Collusive Affidavit (Section 00455). 151 (i) Certification Regarding Prohibition Against Contracting with Scrutinized Companies (Section 00470) (j) Florida Trench Safety Act (Section 00480). 8.10 The following, which may be delivered or issued after the effective date of the Agreement and are not attached hereto: All written amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Paragraphs 3.04 of the General Conditions. There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be amended, modified or supplemented as provided in Paragraphs 3.04 of the General Conditions. ARTICLE 9 MISCELLANEOUS 9.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its name for the benefit of others, without previous consent of the OWNER and concurred to by the sureties. Any attempted assignment shall be void and may, at the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the OWNER who may be a party hereto. 9.3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are involved in the completion of this Agreement and the work thereunder. 9.5 This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 9.6 CONTRACTOR agrees to defend, hold harmless and indemnify the OWNER, including its commissioners, officers, employees, agents and engineers, from all claims, liabilities, damages, losses and expenses, including, but not limited to, reasonable attorney's fees, to the extent caused by negligence, recklessness, intentional misconduct, breach of this agreement or breach of applicable law by the CONTRACTOR or persons employed or utilized by the CONTRACTOR in the performance of this Agreement. This provision shall survive the termination or expiration of this Agreement. Indemnification hereunder shall be limited to $5 million per occurrence. 9.7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER's credit or make it a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of indebtedness that would impair its ability to fulfill the terms of this Agreement. 152 9.8 Counterparts. This Agreement may be executed in one. or more counterparts, but all such counterparts, when duly executed, shall constitute one and the same Agreement. 9.9 Public Records Compliance. A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: (1) Keep and maintain public records required by the County to perform the service. (2) Upon request from the County's Custodian of Public Records, provide the County 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 or as otherwise provided bylaw. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County upon completionof the contract, the Contractor shall destroy'any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the County. B. 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 AT: (772) 226-1424 publicrecordsnircgov.com Indian River County Office of the County Attorney 180127" Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. 153 ARTICLE 10 DIRECT PURCHASE PROCEDURES. 10.1 Administrative guidelines governing the taxability of materials purchased for public works contracts, such as the Project under these Contract Documents, are contained in Rule 12A-1.094, Florida Administrative Code. 10.2 The exemption in Florida Statutes Section 212.08(6) is a general exemption for sales made directly to the government. A determination whether a particular transaction is properly characterized as an exempt sale to a governmental entity or a taxable sale to or use by a contractor shall be based on the substance of the transaction, rather than the form in which the transaction is cast. The determination of whether the substance of a particular transaction is a taxable sale to or use by a contractor or an exempt direct sale to a governmental entity, based on all of the facts and circumstances surrounding the transaction as a whole, is ultimately made by the Florida Department ofRevenue. 10.3 The conditions that must be met to satisfy the requirements of Rule 12A-1.094, Florida Administrative Code, and establish that Indian River County SWDD as OWNER rather than the CONTRACTOR is the purchaser of materials, include: (1) Direct Purchase Order. Indian River County SWDD as OWNER must execute the purchase orders for the tangible personal property involved in the contract, which must include the County's consumer's certificate of exemption number. The CONTRACTOR may present the County's purchase orders to the vendors of the tangible personal property. (2) Passage of Title. The Indian River County SWDD as OWNER must acquire title to and assume liability for the tangible personal property at the point in time when it is delivered to the job site up until the time it is incorporated as real property. (3) Direct Invoice. Vendors must directly invoice Indian River County SWDD as OWNER for supplies. (4) Direct Payment. Indian River County SWDD as OWNER must directly pay the vendors for the tangible personal property; and direct purchase cost plus all applicable tax will be deducted from CONTRACTOR's lump sum contract amount. (5) Assumption of the Risk of Loss. Indian River County SWDD as OWNER must assume all risk of loss or damage for the tangible personal property involved in the contract, as indicated by the County's acquisition of, or inclusion as the insured party under, insurance on the building materials. 10.4 Indian River County SWDD as OWNER desires to comply with the Direct Purchase Procedures set forth in this Article 10 for allowable purchases in an amount in excess of $5,000 (Five Thousand Dollars). CONTRACTOR agrees to cooperate with OWNER to enable OWNER to comply with the Direct Purchase Procedures set forth in this Article 10 for all such purchases. Whenever the Contract Documents conflict with the direct purchase procedures set forth in this Article 10, this Article 10 shall prevail. OWNER and CONTRACTOR shall coordinate the builder's risk coverage of each party to comply with the Direct Purchase Procedures set forth herein for such purchases. 10.5 Upon delivery of OWNER direct purchase materials to the Project site, the CONTRACTOR shall, pursuant to the Contract Documents, inspect, accept delivery of, and store OWNER direct purchase materials pending incorporation into the Project. CONTRACTOR shall forward proof of delivery 154 acceptance to the OWNER's Project Manager. Notwithstanding the transfer of possession of OWNER direct purchase materials to the CONTRACTOR, Indian River County SWDD as OWNER retains title to the OWNER direct purchase materials and the transfer of possession shall be deemed a bailment until the OWNER direct purchase materials are incorporated into the Project. 155 IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day and year first written above. This Agreement will be effective on CONTRACTOR LOW OWNER Indian River County Solid Waste Disposal District M. Joseph E. Flescher, Chairman Attest: Jeffery R. Smith, Clerk Attest: (CORPORATE SEAL) By Deputy Clerk Approved By: Jason E. Brown, County Administrator Approved as to Form and Legal Sufficiency: Dylan Reingold, County Attorney END OF SECTION 00530 156 1X5, 4f. Indian River County, Florida Solid Waste Disposal District Board Memorandum Date: January 29, 2021 To: Jason E. Brown, County Administrator From: Vincent Burke, PE, Director of Utility Services Prepared By: Himanshu H. Mehta, PE, Managing Director, Solid Waste Disposal District (SWDD) Subject: Amendment No 1 to Work Order No. 2 to CDM Smith, Inc. Descriptions and Conditions: On June 6, 2017, the Indian River County (IRC) Solid Waste Disposal District (SWDD) Board authorized negotiations with the top ranked firm, CDM Smith, Inc. (CDM Smith), in accordance with Florida Statutes (FS) 287.055, Consultant's Competitive Negotiation Act, per the Request for Qualification #2017048 for Engineering Consulting Services for Landfill Closure, Landfill Gas System Expansion, and Cell Construction. The Board approved the contract agreement with CDM Smith on July 18, 2017. On May 19, 2020, the SWDD Board approved Work Order No. 2, in the amount of $199,810, to CDM Smith to provide the initial Phase 1 design, permitting and bidding assistance for the expansion of the landfill gas collection system for Segment 3, Cell 1 (Project). Phase 2 of the project would cover the engineering services during construction. On October 29, 2020, CDM Smith submitted to the Florida Department of Environmental Protection (FDEP) a landfill intermediate modification to permit 0128769 -022 -SC (construction) and minor modification to permit 0128769 -023 -SO (operations). On December 16, 2020, the FDEP issued the permit to SWDD to proceed with the construction of this project. On November 17, 2020, CDM Smith provided a 100 Percent Opinion of Probable Construction Cost for the Segment 3, Cell 1 expansion of the landfill gas collection system in the amount of $2,077,000. On November 29, 2020, per the bid specification and drawings prepared by CDM Smith, the IRC Purchasing Division advertised Bid No. 2021006 for the project. On January 6, 2021, the IRC Purchasing Division opened bids and provided a summary of the bid tabulation confirming that four bidders were responsive in submitting all of the required information in the bid documents. On January 22, 2021, CDM Smith provided the evaluation of bids for this project. The bid award is being considered for approval by the SWDD Board under a separate agenda item. This agenda item requests authorization to CDM Smith to initiate Phase 2 of the project under Amendment No. 1 to Work Order No. 2. Analysis: CDM Smith has prepared Amendment No. 1 to Work Order No. 2, provided in Attachment 1, for engineering services detailing the scope of work, budget, and schedule for the project. The fees to be 157 paid by SWDD for the execution of this work authorization are in accordance with the engineer's continuing consulting services master agreement. The table below shows the estimated fees. TASK DESCRIPTION AMOUNT AMOUNT Task 1— Project Quality Management (Lump Sum) $ 8,390 411-239006 (Escrow) Task 7 —General Engineering Services During Construction (Lump Sum) $ 53,900 Phase 2 Task 8 — Special Engineering Services During Construction (Lump Sum) $ 18,550 Task 9 — Representative Services During Construction (Not -to -Exceed) $ 48,350 Task 10—Additional Engineering Services During Construction (Contingency) $ 10,000 $139,190 The costs above are consistent with what SWDD has paid historically for these services. Upon approval of this amendment, the total engineering costs for the project will be $339,000. CDM Smith has included certain assumptions in their proposal related to the number of site visits (up to 10), review/approval of up to 15 shop drawings and responding up to three requests for information from the contractor. CDM Smith has estimated 320 labor hours (80 working days averaging 4 hours per day) for their field representative and 44 labor hours for their engineering staff support of the field representative during construction. The overall project construction period in the bid documents was 180 calendar days to get to substantial completion and 210 calendar days to get to final -completion. However, staff is optimistic that the project will be completed in much shorter duration and is comfortable with the budget request by CDM Smith. Staff will request additional funding from the SWDD Board at a future meeting should the project exceed the assumptions made by CDM Smith. Funding: The Segment 3 Cell 1 Landfill Gas Expansion project is considered a "closure activity' and, as such, is funded from an escrow account long established per FDEP requirements. In the current Fiscal Year 2020/21, we have budgeted $2,500,000 for the Segment 3 Cell 1 Landfill Gas Expansion project. DESCRIPTION ACCOUNT NO. AMOUNT Engineering Services 411-239006 (Escrow) $139,190 During Construction Recommendation: Solid Waste Disposal District staff recommends that its Board approve the following: a) Approve Amendment No. 1 to Work Order No. 2 with CDM Smith Inc. in the amount of $139,190 to provide engineering services related to Phase 2 of the Class I Landfill Segment 3, Cell 1 expansion of the landfill gas collection system. b) Authorize the Chairman to execute the same, as presented. Attachment: 1) Amendment No. 1 to Work Order No. 2 158 AMENDMENT NUMBER 1 WORK ORDER NUMBER 2 SEGMENT 3 CELL 1 LANDFILL GAS COLLECTION SYSTEM EXPANSION ENGINEERING SERVICES DURING CONSTRUCTION This Amendment 1 to Indian River County (IRC) Landfill Work Order Number 2 is entered into as of this _ day of , 2021, in accordance with FS 287.055, Consultant's Competitive Negotiation Act per the Request for Qualification #2017048 for Engineering Consulting Services for Landfill Closure, Landfill Gas Collection System Expansion, and Cell Construction, dated July 18, 2017 (referred to as the "Agreement"), by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida ("COUNTY") and CDM Smith Inc. (CDM Smith) ("Consultant"). 1. The COUNTY has selected the Consultant to perform the professional services set forth in existing Work Order Number 2, Effective Date 05/19/2020. 2. The COUNTY and the Consultant desire to amend this Work Order as set forth on Exhibit A (Scope of Work) attached to this Amendment and made part hereof by this reference. The professional services will be performed by the Consultant for the fee schedule set forth in Exhibit B (Fee Schedule), and within the timeframe more particularly set forth in Exhibit A (Time Schedule), all in accordance with the terms and provisions set forth in the Agreement. 3. From and after the Effective Date of this Amendment, the above -referenced Work Order is amended as set forth in this Amendment. Pursuant to Section 1.4 of the Agreement, nothing contained in any Work Order shall conflict with the terms of the Agreement and the terms of the Agreement shall be deemed to be incorporated in each individual Work Order as if fully set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Work Order as of the date first written above. CONSULTANT: CDM Smith Inc. BY Y' B . Print Name: Eric J. Grotke, P.E., BCEE Title: Vice President BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY Joseph E. Flescher, Chairman BCC Approved Date: Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk Approved: Approved as to form and legal sufficiency: Jason E. Brown, County Administrator Dylan T. Reingold, County Attorney 159 EXHIBIT A AMENDMENT NO. 1 TO WORK ORDER NO.2 INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT SEGMENT 3 CELL 1 LANDFILL GAS COLLECTION SYSTEM EXPANSION ENGINEERING SERVICES DURING CONSTRUCTION This Amendment No. 1 to Work Order No. 2, when executed, shall be incorporated in and become part of the Agreement for Consulting Services between Indian River County Solid Waste Disposal District (SWDD) and CDM Smith Inc., (CONSULTANT), dated July 18, 2617, hereafter referred to as the AGREEMENT. PROTECT BACKGROUND The SWDD has requested that CONSULTANT prepare this Amendment No. 1 to Work Order No. 2 to provide professional engineering services during construction for the proposed Class I Landfill Segment 3 Cell 1 landfill gas (LFG) collection system expansion. The proposed landfill collection system expansion is for the construction of vertical and horizontal landfill gas collection wells, header pipes, compressed air piping, and leachate forcemains. The design and permitting was completed and the project was advertised to bid in Indian River County Bid No. 2021006. Bid opening was January 6, 2021. The Scope of Services for Engineering Services During Construction, of the landfill gas expansion system is described below: SCOPE OF SERVICES CONSULTANT will provide engineering services during construction to act as the OWNER's representative during the construction of the project. Based on recent discussions with SWDD staff and our familiarity with the landfill site design of the project, the proposed Scope of Services includes the following tasks as a continuation of the previously approved tasks: TASK 1.0 - PROJECT QUALITY MANAGEMENT Activities performed under this task consist of those generally administrative functions required to maintain the project on schedule, within budget, and that the quality of the work products defined within this scope is consistent with CONSULTANT's standards, SWDD's requirements, and FDEPs permit requirements. Subtask 1.4 - Construction Quality Management CONSULTANT's project manager will manage the independent review of CONSULTANT's deliverables, monthly project status reviews, and project close-out activities. CONSULTANT will meet with SWDD staff for project planning and coordination, as needed. CONSULTANT will perform quality technical reviews on the construction phase CONSULTANT deliverables such as record drawings and the Florida Department of Environmental Protection Certifications of Construction Completion. Preparation of invoices and project administration will also be performed under this task. CDM__ A-1 Smith 160 LFG EXP Exhibit A ■ 160 TASK 7.0 - GENERAL ENGINEERING SERVICES DURING CONSTRUCTION These services shall include the following subtasks: Subtask 7.1 After issuance of a Notice of Award, SWDD will develop the conformed contract with technical specification and the CONSULTANT will develop the conformed drawings. CONSULTANT will prepare for and attend a preconstruction meeting with the Contractor. Subtask 7.2 CONSULTANT will consult with and advise SWDD and act as its representative as provided in the General Conditions of the construction contract. Consult with and advise SWDD as to the acceptability of substitute materials and equipment proposed by the Contractor when substitution is permitted by the Contract Documents. Subtask 7.3 CONSULTANT will make up to 10 visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed work of the Contractor and to determine in general if such work is proceeding in accordance with the Contract Documents. During such visits and on the basis of on- site observations, CONSULTANT shall keep SWDD informed of the. progress of the work and shall endeavor to .determine in general if such work is proceeding in accordance with the Contract Documents. Additionally, during such visits and on the basis of such observations, CONSULTANT shall disapprove or reject Contractor's work while it is in progress if CONSULTANT believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Subtask 7.4 CONSULTANT will review and approve shop drawings (estimated at 15) and samples, the results of laboratory tests and other data, which the contractor is required to submit by the contract documents. The CONSULTANT will inspect deliveries of the materials to confirm compliance with the shop drawings and the project specifications. Subtask 7.5 CONSULTANT will issue instructions to the Contractor and issue necessary interpretations and clarifications of the Contract Documents. CONSULTANT will respond to requests for information (estimated at 3). Act as SWDD's representative to require special inspection or testing of the work. Act as initial interpreter of the requirements of the Contract Documents regarding the execution and progress of the work. Subtask 7.6 Based on CONSULTANT's on-site observations and on review of applications for payment and the accompanying data and schedules CONSULTANT will determine the amounts owing to the Contractor and recommend in writing, payments to the Contractor in such amounts. Subtask 7.7 As construction nears substantial completion, CONSULTANT will perform an initial walkthrough to develop a preliminary checklist of items to be performed by the Contractor, based upon observations made jointly between the Contractor, SWDD, and CONSULTANT. CONSULTANT will perform a second walkthrough to identify CDM A-2 jj2943_IRC LFG EXP Exhibit A Smith 161 which items remain to be performed from the initial checklist and to supplement that list as necessary and for the purpose of developing a joint single final punch list. CONSULTANT will perform a final walk-through to determine if the all of the work has been completed in accordance with the final punch list and Contract Documents. CONSULTANT reserves the right to request additional compensation should additional walkthroughs be required. Subtask 7.8 CONSULTANT will assist the.SWDD with project related correspondence to CONTRACTOR, regulatory agencies, and other parties; provide monthly project status reports; prepare monthly progress meeting minutes; and maintain comprehensive project records and documentation on file. CONSULTANT will maintain document log and documentation during the project. Subtask 7.9 CONSULTANT will monitor/check performance tests and review field test reports for conformance with project contract documents. The level of work estimated for this project is based on a 210 -calendar day (147 working days) construction period from the Notice to Proceed to Final Completion. CONSULTANT reserves the right to request additional compensation, should Final Completion of construction extend beyond the 210 -calendar day (147 working days) period. TASK 8.0 - SPECIAL ENGINEERING SERVICES DURING CONSTRUCTION Activities performed under this task consist of supplementary and special engineering services required during the construction and implementation of the project: Subtask 8.1 Prepare for SWDD a set of reproducible record drawings, digital copy in AutoCAD and two Record Drawing prints showing those significant changes made during the construction process based on information furnished to CONSULTANT by the Contractor. Subtask 8.2 Provide services in connection with preparing work change directives, change orders to reflect changes to the construction project. A maximum of two change orders are budgeted incorporating an estimated three items per change order. Subtask 8.3 Provide services in connection with preparing final certifications of completion of construction to the regulatory agencies. Final certification document is required to close the permits for the landfill gas system expansion to FDEP. TASK 9.0 - REPRESENTATIVE SERVICES DURING CONSTRUCTION The activities performed under this task consist of providing resident project representative (RPR), which will be conducted by CONSULTANT personnel during the construction and implementation of the project: Subtask 9.1 Activities performed under this task consist of furnishing a part-time RPR during the project construction period of 210 calendar days (147 working days) when the CONTRACTOR is on site performing work. We estimate the on on-site activities will take 80 working days of the 147 working days period from Notice to Proceed to Final Completion to observe the performance of the work of the contractor. DA-3 jj2943_IRC LFG EXP Exhibit A Smith 162 Subtask 9.2 The RPR as CONSULTANT's agent will act as directed by and under the supervision of the CONSULTANT, and will confer with CONSULTANT regarding his actions. The RPR's dealings in matters regarding the on-site work shall in general be only with CONSULTANT and the Contractor, and dealings with subcontractors shall only be through or with the full knowledge of the Contractor. Written communication with SWDD will be only through or as directed by CONSULTANT. Subtask 9.3 The RPR will prepare daily reports, describing the general working conditions, areas of construction activity, tests performed and special and document unusual events. CONSULTANT will provide the RPR for observation of the work performed by the contractor, direct and supervise the RPR, prepare supporting documentation in dealings with the contractor, and manage the documentation, daily reports, and test reports. Consultant will supply a recording rain gage to be used for official rain monitoring for the project at the site of the work. The rain gage will be turned over to SWDD once the project is completed. The level of work estimated for RPR labor under this task is 320 labor -hours (80 working days averaging 4 hours per day) and 44 labor -hours of CONSULTANT staff support for project representative time. CONSULTANT reserves the right to request additional compensation, should construction extend beyond the 320 labor -hour period for the RPR and 44 labor -hour period for CONSULTANT staff support for all of Task 9. ASSUMPTIONS • SWDD will be responsible for all permit application fees. • An independent Quality Control laboratory is to be retained by the Contractor. • Contractor will be responsible for reimbursing CONSULTANT for all overtime incurred by CONSULTANT for work performed outside normal working hours, which are defined as Monday through Friday, 7:00 am to 5:00 pmin accordance with the Contract Documents. • This Scope of Services does not include a National Pollutant Discharge Elimination System (NPDES) Notice of Intent, a St. Johns River Water Management District Dewatering Permit, or any construction/building permits, which shall be obtained by the Contractor constructing the project, if required. • CONSULTANT reserves the right to seek additional compensation for work performed beyond the described in this Scope of Services. • CONSULTANT reserves the right to request additional compensation, should Final Completion of construction extend beyond 210 -days (147 working days) after Notice to Proceed or field services extend beyond the hours estimated above. TASK 10.0 - ADDITIONAL ENGINEERING SERVICES DURING CONSTUCTION (CONTINGENCY) At the request of the SWDD, CONSULTANT will perform additional engineering services for work expressly excluded from this Work Order as noted in theassumptions above or requested by the SWDD during the project. Additional Engineering Service may include but not be limited to any other extended/additional engineering services or exceeding durations assumed above. A not -to - exceed amount of $10,000 is established for services related to this task. Smith A-4 jj2943_IRC LFG EXP Exhibit A 163 PROJECT SCHEDULE The following preliminary project schedule has been developed based on authorization to provide engineering services during construction which follows the award of the contract to the selected Contractor. A final schedule will be prepared based on Contractor's actual Notice to Proceed. MILESTONE DATE Bid Opening January 6, 2021 Award of Contract February 9, 2021 Contract Documents Executed February 21, 2021 Contractor's Notice to Proceed March 23, 2021 Mobilization / Shop Drawing Reviews Start April 7, 2021 Substantial Completion Milestone 1 September 19, 2021 Final Completion October 19, 2021 Final Certifications of Construction Completion November 18, 2021 Project Closeout I December 3, 2021 PAYMENT AND COMPENSATION Compensation for this Amendment No. 1 to Work Order No. 2 described herein shall be made in accordance with the Contract between SWDD and CONSULTANT. The lump sum amount of this Amendment No. 1 to Work Order No. 2, for Tasks 1, 7, and 8, is $80,840. The not -to -exceed amount of this Amendment No. 1, for Tasks 9 is $48,350 and Task 10 is $10,000 as a contingency. The new grand total not -to -exceed amount of this Work Order is $339,000. CONSULTANT will submit monthly invoices for services rendered based on the percentage of work for each task completed for Tasks 1 through 8 as authorized by SWDD, and Tasks 9 and 10 will be invoiced based on the time incurred and the labor billing rates, plus direct costs, in accordance with the AGREEMENT. For invoice purposes only, the value of each task in this Amendment No. 2 is as shown in Table 1. D A -S jj2943_IRC LFG EXP Exhibit A Smith 164 Table 1 Dit`� A-6 jj2943_IRC LFG EXP Exhibit A ■ 165 TASK VALUE FOR INVOICE PURPOSE AMENDMENT NO. 1 TO WORK ORDER NO. 2 TASK DESCRIPTION VALUE 1.0 Project Quality Management $8,390 7.0 General Engineering Services During Construction $53,900 8.0 Special Engineering Services During Construction $18,550 Lump Sum = $80,840 9.0 Representative Services During Construction $48,350 Not -To -Exceed (NTE) _ $48,350 10.0 Additional Engineering Services during Construction (contingency). $10,000 Not to Exceed (NTE) _ $10,000 TOTAL AMENDMENT NO. 1 TO WORK ORDER NO. 2 (NTE) _ $139,190 ORIGINAL WORK ORDER NUMBER 2 (NTE) _ $199,810 GRAND TOTAL AMOUNT FOR WORK ORDER NO.2 (NTE) _ $339,000 Dit`� A-6 jj2943_IRC LFG EXP Exhibit A ■ 165 N N y' H y N O m w o �� d •� Q N O O O M. o u a O � C N � a N N a �^ ,a 6 VI N ti n a` N c0 V O e m v O r W `u C � O C O V aI C O V G c c V C � d � C W � � N a c a a O• c — 'oo w _ c d a` 0 l7 0 uai 0 z 0 Y ri Y ro Y m Y VI N m 1 w CE VH EXHIBIT B-2 BUDGET PROJECT: Indian River County Solid Waste Disposal District Segment 3 Cell 1 Landfill Gas Collection System Expansion Amendment No. 1 To Work Order No. 2 Engineering Services During Construction Tasks 1, 7; And 8 — Lump Sum DESCRIPTION: As Outlined in the Scope of Services, Exhibit A REFERENCE: Agreement between Indian River County Solid Waste Disposal District and CDM Smith Inc. Labor Category Hours Rate Labor Sr. Officer 6 $240 $1,440 Sr. Technical Expert 30 $235 $7,050 Officer 10 $230 $2,300 Principal 114 $210 $23,940 Senior Professional 145 $175 $25,375 Professional 11 26 $120 $3,120 Professional 46 $130 $5,980 Senior Support Services 44 $95 $4,180 Staff Support Services 32 $90 $2,880 Document Control Specialist 6 $240 $1,440 TOTAL HOURS 453 TOTAL LABOR COST $76,265 OTHER DIRECT COSTS (5.6 Percent of Labor) $4,S75 (Hotels, field vehicle, field supplies, field safety equipment, etc.) TOTAL LUMP SUM AMOUNT AMENDMENT NO. 1 80 840 Smith 167 EXHIBIT B-3 BUDGET PROJECT: Indian River County Solid Waste Disposal District Segment 3 Cell 1 Landfill Gas Collection System Expansion Amendment No. 1 To Work Order No. 2 Engineering Services During Construction Tasks 9 and 10 — Not -To -Exceed Residential Services During Construction DESCRIPTION: As Outlined in the Scope of Services, Exhibit A REFERENCE: Agreement between Indian River County Solid Waste Disposal District and CDM Smith Inc. Labor Category Hours Rate Labor Principal 20 $210 $4,200 Senior Professional 24 $175 $4,200 Professional 1 320 $120 $38,400 TOTAL HOURS 364 TOTAL LABOR COST OTHER DIRECT COSTS (Rain Gage & Mileage) Task 10. Additional Engineering Services (Contingency) TOTAL NOT TO EXCEED AMOUNT AMENDMENT NO. 1 Smith $46,800 $1,550 $10,000 58 350 168