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04/12/2022 (2)
11 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY FLORIDA COMMISSION AGENDA TUESDAY, APRIL 12, 2022 - 9:00 AM Commission Chambers Indian River County Administration Complex 1801 27th Street, Building A Vero Beach, Florida, 32960-3388 www.iregov.com COUNTY COMMISSIONERS Peter O'Bryan, Chairman, District 4 Jason E. Brown, County Administrator Joseph H. Earman, Vice Chairman, District 3 Dylan Reingold, County Attorney Susan Adams, District 1 Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller Joseph Flescher, District 2 Laura Moss, District 5 1. CALL TO ORDER 2.A. A MOMENT OF SILENT REFLECTION FOR FIRST RESPONDERS AND MEMBERS OF THE ARMED FORCES 2.B. INVOCATION Pastor Jimmie Hill, Salt of the Earth Ministry 3. PLEDGE OF ALLEGIANCE Commissioner Joseph H. Farman, Vice Chairman 4. ADDITIONSIDELETIONS TO THE AGENDA / EMERGENCY ITEMS 5. PROCLAMATIONS and PRESENTATIONS 5.A. Presentation of Proclamation Designating April 12, 2022 as Equal Pay Day in Indian River County Attachments: Proclamation 5.B. Presentation of Proclamation Recognizing National Public Safety Telecommunications Week - April 10 - 16, 2022 Attachments: Proclamation - Public Safety 6. APPROVAL OF MINUTES 7. INFORMATION ITEMS FROM STAFF OR COMMISSIONERS NOT REQUIRING BOARD ACTION April 12, 2022 Page 1 of 4 8. CONSENT AGENDA 8.A. Indian River County Clerk of Circuit Court and Comptroller, Jeffrey R. Smith: Notice of Annual Comprehensive Financial Report and Popular Annual Financial Report Completion for the Fiscal Year 2020-2021 Attachments: Finance Department Staff Report 8.B. Annual Financial Report Attachments: Finance Department Staff Report 8.C. Approval of Renewal of a Class "B" Certificate of Public Convenience and Necessity for Coastal Health Systems of Brevard, Inc. Attachments: Staff Report COPCN Renewal Application 8.D. Approval of a Memorandum of Understanding between Humane Society Vero Beach & Indian River County Florida, Inc., and the Indian River County Board of County Commissioners Attachments: Staff Report MOU for Animal Shelter Services 8.E. Approval of Amendment No. 1 to Florida Department of Environmental Protection Grant Agreement LPA0018 for Moorhen Marsh Attachments: Staff Report LPA0018 - Amendment 1 8.F. Addendum to RXBenefits Administrative Services Agreement - Amending the Current Contract Period from 12 Months to 17 Months to Align with Annual Benefit Renewals Attachments: Staff Report 2022 ASA Addendum Effective April 30,2022 2021 ASA Addendum effective October 1, 2021 2018 ASA Original Agreement effective May 1, 2018 9. CONSTITUTIONAL OFFICERS and GOVERNMENTAL AGENCIES 10. PUBLIC ITEMS A. PUBLIC HEARINGS 10.A.1. Public Hearing for Amendment to Section 312.11 (Performance Security) of Chapter 312 (Rights -of -Way) of the Indian River Code of Ordinances Attachments: Staff Report Performance Security 312.11 Ammendment B. PUBLIC DISCUSSION ITEMS April 12, 2022 Page 2 of 4 C. PUBLIC NOTICE ITEMS 11. COUNTY ADMINISTRATOR MATTERS 12. DEPARTMENTAL MATTERS A. Community Development 12.A.1. Redevelopment of Gifford Gardens (RFP 2021014) Attachments: Staff Report Gifford Gardens Site Proposal B. Emergency Services 12.11.1. Amendments to Chapter 302 (Animal Control Ordinance) of the Indian River Code of Ordinances Attachments: Staff Report C. General Services D. Human Resources E. Information Technology F. Office of Management and Budget 12.F.1. 2022 Property/Casualty Insurance Program Attachments: Staff Report AJG Executive Summary G. Public Works 12.G.1. Amendment No. 21 to Indian River County Civil Engineering and Land Surveying Agreement for Bridge Replacements and Widening of 66th Avenue from South of SR60 to North of 57th Street Attachments: Staff Report Amendment No. 21 From Arcadis US, Inc. 12.G.2. Award of Bid No. 2022021, North County Library Expansion, IRC -2009 Attachments: Staff Report Sample Agreement 12.G.3. Change Order No. 2, 53rd Street over Lateral A Canal Bridge Widening, IRC -1505 Attachments: Staff Report - 53rd Street Change Order No. 2 H. Utilities Services 13. COUNTY ATTORNEY MATTERS April 12, 2022 Page 3 of 4 14. COMMISSIONERS MATTERS A. Commissioner Peter D. O'Bryan, Chairman B. Commissioner Joseph H. Earman, Vice Chairman C. Commissioner Susan Adams D. Commissioner Joseph E. Flescher E. Commissioner Laura Moss 15. SPECIAL DISTRICTS AND BOARDS A. Emergency Services District B. Solid Waste Disposal District 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 County Website at www.ircgov.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 6:00 p.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. April 12, 2022 Page 4 of 4 ProcCamattA"on DESIGNATING APRIL 12, 2022, AS EQUAL PAY DAY IN INDIAN RIVER COUNTY -Whereas, 59 years after passage of the 1963 Equal Pay Act, women from all sectors of our national economy earn, on average, 82 cents for every dollar earned by men, declining to just 63 cents for Black women and 58 cents for Hispanic women, despite the fact women possess more undergraduate, graduate, and post -graduate degrees than their male counterparts; and -Whereas, annual pay research by the National Association of Colleges and Educators in 2020 further showed female college graduates earned $52,226 annually, on average, compared to the $64,022 earned by male college graduates; and -Whereas, these disparities exist long before motherhood, dispelling the myth that women are paid less solely because they have prioritized family above career opportunities; and -Whereas, pay inequities impact a family's ability to achieve self-sufficiency, as 64% of women are either sole- or co -breadwinners for their families yet are often marginalized for needing those accommodations related to motherhood; and -Whereas, supporting a culture that affirms women by paying them justly is crucial to community wellbeing and development, affording families the necessary resources to procure generational wealth, positive health outcomes, and improved literacy and community engagement. Maw, Therefore, be it Proclaimed by the Board of County Commissioners of Indtan River County, Florida, that April 12, 2022, is designated as Equal Pay Day in Indian River County; that the Board recognizes the tremendous contributions of women to our labor force; and that local businesses and organizations are encouraged to build resilient workforce cultures by ensuring fully -equal treatment across their most prized resource, their human capital. Adopted this 12th day of April, 2022. BOARD OF COUNTY COMMISSIONERS, INDIAN RIVER COUNTY, FLORIDA Peter D. O'Bryan, Chairman Joseph H. Earman, Vice Chairman Susan Adams Joseph E. Flescher Laura Moss 1 N Proclamation NATIONAL PUBLIC SAFETY TELECOMMUNICATIONS WEEK April 10 - 16, 2022 -Whereas, emergencies that require police, fire, or emergency medical services can occur at any time; when an emergency occurs, the prompt response of police officers, firefighters, and paramedics is critical to the protection of life and preservation of property; and -Whereas, the safety of our police officers anc firefighters is dependent upon the quality and accuracy of information obtained from citizens who telephone the Indian River County Sheriff's Office Dispatch Center; and -Whereas, Public Safety Dispatchers are the first and most critical contact our citizens have with emergency services; and -Whereas, each dispatcher has exhibited compassion, understanding, and professionalism during the performance of their duties in the past year. They are knowledgeable and highly trained individuals who work closely with police, fire, and medical personnel; and -Whereas, Indian River County Sheriff's Office Public Safety Dispatchers dispatched 188,956 calls for service for Law Enforcement and 33,456 calls for Fire Rescue in 2021, as well as answered 68,461 9-1-1 calls and 104,664 administrative calls; and -Whereas, Public Safety Dispatchers of the Indian River County Sheriff's Office have contributes substantially to the apprehension of criminals, suppression of crime, and treatment of patients. Now, therefore, 6e it proclaimed by the Board of County Commissioners of Indian River County, FCrri6" that the week of April 10 through April 16, 2022, be designated as National Public Safety Telecommunications Week in Indian River County, to honor the men and women whose diligence and professionalism keep our county and citizens safe. Adopted this 12th day of April, 2022. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Peter D. O'Bryan, Chairman Joseph H. Earman, Vice -Chairman Susan Adams Joseph E. Flescher Laura Moss 2 JEFFREY R. SMITH, CPA, CGFO, CGMA Clerk of Circuit Court & Comptroller 1801 27h Street Vero Beach, FL 32960 Telephone: (772) 226-1516 N TO: The Honorable Members of the Board of County Commissioners FROM: Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller DATE: March 31, 2022 SUBJECT: Notice of Annual Comprehensive Financial Report and Popular Annual Financial Report Completion The County's audit was completed on March 15, 2022 and we are now presenting the Annual Comprehensive Financial Report and Popular Annual Financial Report to the Board for approval. Both reports are available on the County's (ircgov.com) and the Clerk's (indianriverclerk.com) websites. The Annual Comprehensive Financial Report has been submitted to the Government Finance Officers Association (GFOA) for the Certificate of Achievement for Excellence in Financial Reporting award program, an award it has received for the last 38 years. The Popular Annual Financial Report was also submitted to the GFOA for the Award for Outstanding Achievement for Popular Annual Financial Reporting, an award it has received for the last 6 years. Questions regarding these reports should be directed to the Finance Department at 226- 1570. Recommendation We respectfully request the Board of County Commissioners accept the reports for fiscal year 2020-2021. 3 JEFFREY R. SMITH, CPA, CGFO, CGMA Clerk of Circuit Court & Comptroller 180127' Street Vero Beach, FL 32960 Telephone: (772) 226-1205 1 compr yqi Qv yFR COUS TO: The Honorable Members of the Board of County Commissioners THROUGH: Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller FROM: Elissa Nagy, Finance Director DATE: March 28, 2022 SUBJECT: Approval of Annual Financial Report by County Commissioners Section 218.32, Florida Statutes, requires that each unit of local government submit a financial report covering the operations during the previous fiscal year. The Indian River County Local Government Annual Financial Report for fiscal year 2020-2021 has been prepared and is ready to be submitted to the State of Florida, Department of Financial Services in Tallahassee. The report is to be signed by the Chief Financial Officer, Jeffrey R. Smith, and the Chairman of the Board of County Commissioners and submitted within 45 days after the completion of the audit report. Recommendation We respectfully request the Board of County Commissioners to authorize the Chairman to sign the County's Local Government Annual Financial Report for fiscal year 2020-2021. 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'M y c-, M V v is v v cri 11, ui ui v v v v ai v a u, sr V M f0 •- n n m � X 00 01 0 X X N N'N O) N x a 0 a0 c0 c0 m a co r0 r0w c0 c0 co � n w lz r� w n n n U), r- dil n n n n N O N LU LL L 0 0 CL N� LJ. y CD cucu W a r N O N LLI LL L 0 W 0 CL N0 LJ.. 0 co C� C L O W C 0 Gl E Q, Q Q 3 cn 1Y 0J O a` O_ �i 2 c U C W 20 ii Q V2 W% CONSENT INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Honorable Board of County Commissioners THROUGH: Jason Brown, County Administrator THROUGH: Tad Stone, Director Department of Emergency Services FROM: Erin Sawyer, Staff Assistant IV Department of Emergency Services DATE: March 28, 2022 SUBJECT: Approval of Renewal of a Class `B" Certificate of Public Convenience And Necessity for Coastal Health Systems of Brevard, Inc. 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: On February 18, 2020 the Indian River County Board of County Commissioners approved a renewal of Class `B" Certificate of Public Convenience and Necessity for Coastal Health Systems of Brevard Inc., to provide interfacility ambulance medical transportation originating within Indian River County. This certificate was necessary in order to comply with Indian River County Code of Laws and Ordinances as specified in Chapter 304. The certificate was approved and renewed for a period of two (2) years and will expire May 4, 2022. The Indian River County Code provides for routine renewal of the EMS Certificate of Public Convenience and Necessity on an application by the certificate holder. This can be accomplished without a public hearing if the Board has no reason to believe that the public health, safety and welfare require it. Staff submits that there is no reason to hold a public hearing and absent that requirement, the Board is requested to renew the certificate. An application for the renewal of the Class `B" Certificate of Public Convenience and Necessity has been submitted by Coastal Health Systems of Brevard Inc. Staff has reviewed the application and no reasons are known or perceived that would require a public hearing pursuant to the established ordinance. FUNDING: There is no funding required for this item. 18 8C RECOMMENDATION: Staff respectfully recommends that the Board of County Commissioners approve renewal of the Class `B" Certificate of Public Convenience and Necessity for Coastal Health Systems of Brevard Inc., to be effective for a period of two (2) years from May 4, 2022 to May 4, 2024. ATTACHMENTS: 1. Renewal Application from Coastal Health Systems of Brevard Inc. 19 PTMFNT INDIAN RIVER COUNTY <uQPs �F O DEPARTMENT OF EMERGENCY SERVICES I y •co � U FNCY 5 APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY (COPCN) APPLICANT NAME: Coastal Health Systems of Brevard, Inc. DATE: 3/21/2022 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 COCPN with ownership or classification changes. CLASSIFICATION OF CERTIFICATE REQUESTED Please check applicable boxes and options. Class A ❑ EIBLS ❑4LS Governmental entities that use advanced life support vehicles to conduct a pre- hospital EMS ALS/BLS service. Class B m WIBLS WIALS Agencies that provide non -emergency ambulance inter -facility medical transport at the ALS/BLS level. Class C ❑ ❑BLS ❑ALS Agencies that provide non -emergency ambulance inter -facility medical transports which require special clinical capabilities and require a physician's order. Class D ❑ OBLS ❑ALS Agencies that provide non -emergency ambulance medical transports limited to out of county transfers. Class E ❑ ❑Wheelchair ❑ Wheelchair/StretchernAmbulatory 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 ❑ LWheelchair II Wheelchair/StretcherFlAmbulatory 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. 29 II. COMPANY DETAILS 1. NAME OF AMBULANCE SERVICE: Coastal Health Systems of Brevard, Inc. MAILING ADDRESS: 486 Gus Hipp Blvd CITY Rockledge COUNTY Brevard ZIP CODE: 32955 BUSINESS PHONE: 321-633-7050 2. TYPE OF OWNERSHIP(i.e. Private, Government, Volunteer, Partnership, etc.): Private 3. MANAGER'S NAME: B roo ke Taylor ADDRESS: 486 Gus Hipp Blvd, Rockledge, FL 32955 PHONE #: 321-633-7050 Ext: 100 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 POSITION Monica Vail LeeuWen 486 Gus Hipp B vd, Rockledge, FL 32955 CFO Brooke Taylor 486 Gus Hipp Blvd, Rockledge, FL 32955 CEO/President 5. PROVIDE NAMES AND ADDRESSES OF AT LEAST THREE (3) LOCAL REFERENCES NAME ADDRESS DunniG 44 - Brevard County Fire Rescue 1040 S. Florida Ave, Rockledge, FL 32955321-633-2056 Health First 6450 US 1, Rockledge, FL 32955321-434-4300 Parrish Medical Center 951 N. Washington Ave, Titusville, FL 32796321-268-6111 2� 6. FUNDING SOURCE: Medicaid, Medicare, Private Insurance & DRG -MOA 7. RATE SCHEDULE ATTACHED? YES {1 NO ❑ N/A ❑ 8. LIST THE ADDRESS(es) OF YOUR BASE AND ALL SUB -STATIONS: Base Station- 486 Gus Hipp Blvd, Rockledge, FL 32955 III. COMMUNICATIONS INFORMATION: TYPES OF RADIOS/EQUIPMENT: 80OMHZ & 40OMHZ UHF/VHF 1. RADIO FREQUENCY (ies) 2. RADIO CALL NUMBER(s) See Attached See Attached 3. LIST ALL HOSPITALS AND OTHER EMERGENCY AGENCIES WITH WHICH YOU HAVE DIRECT RADIO COMMUNICATIONS: FROM AMBULANCE FROM BASE STATION All Agencies in Brevard County All Agencies in Brevard County All Hospitals in Brevard County All Hospitals in Brevard County including Sebastian RMC including Sebastian RMC 23 IV. ADDITIONAL INFORMATION REQUIRED TO BE SUBMITTED WITH THIS APPLICATION: 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. 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 Including: Service Type, Base Rate, Mileage, Waiting and Special Charges 21 V. NOTARIZED STATEMENTS Fill in Statements as applicable. E or E1 APPLICANTS the representative of Applicant Name 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, Brooke Taylor , the representative of Applicant Name Coastal Health Systems of Brevard, Inc. 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 24 I INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Honorable Board of County Commissioners THROUGH: Jason E. Brown, County Administrator FROM: Tad Stone, Director Department of Emergency Services DATE: April 7, 2022 SUBJECT: Approval of a Memorandum of Understanding between Humane Society Vero Beach & Indian River County Florida Inc., and the Indian River County Board of County Commissioners 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 May 1, 2021 the Board of County Commissioners entered into a Extension to Memorandum of Understanding (MOU) with the Humane Society Vero Beach & Indian River County Florida Inc., to provide animal shelter services. The current MOU is due to expire on April 30, 2022 and at this time, the Society wishes to enter into a new MOU to provide animal shelter services for Indian River County for a period of twenty-four (24) months, with the option to extend the MOU for an additional two (2), twenty-four (24) month periods with any necessary revisions under the consent of both parties. One noteworthy change to the new MOU contains an article regarding the release of ear -tipped cats when not creating an environmental or public health issue. FUNDING: There is no direct cost for approving the Memorandum of Understanding. During the twenty-four (24) month term, Indian River County shall pay a flat monthly fee of $42,500 for the services described in the MOU, equaling a total of $510,000 annually ($1,020,000 over the full contract term). This is an increase of $3,500 per month from the current rate of $39,000. These funds will be budgeted and available in General Fund/Agencies/Humane Society, account number 00111062- 088310. ACCOUNT NAME I ACCOUNT NUMBER ANNUAL AMOUNT General Fund/A encies/Humane Societ 00111062-088310 $510,00.00 25 RECOMMENDATION: Staff is recommending the Board approve and execute the Memorandum of Understanding for Animal Shelter Services between the Humane Society of Vero Beach & Indian River County Florida, Inc., and Indian River County Board of County Commissioners. ATTACHMENTS: Memorandum of Understanding between Humane Society Vero Beach & Indian River County Florida Inc., and Indian River County Board of County Commissioners 26 Memorandum of Understanding for Animal Shelter Services This Memorandum of Understanding ("MOU") for providing Animal Shelter Services entered into April 5, 2022, is by and between the Humane Society Vero Beach & Indian River County, Florida, Inc. a Florida not for profit corporation, whose address is 6230 77th Street, Vero Beach, Florida 32967 ("Society") and the Board of County Commissioners of Indian River County, a political subdivision of the State of Florida whose address is 1801 27th Street, Vero Beach, Florida 32960 ("County"). BACKGROUND RECITALS WHEREAS, the Extension to Memorandum of Understanding for Animal Shelter Services (MOU) entered May 1, 2021, by and between the County and the Society ends on April 30, 2022, with no further obligations of the Society; and WHEREAS, the parties wish to have the Society continue to provide Animal Shelter Services for period of twenty-four months under a new Memorandum of Understanding for Animal Shelter Services (MOU with the option to extend the MOU for an additional two, twenty-four month periods with any necessary revisions under the consent of both parties; and WHEREAS, the Society hereby certifies that it has been granted and continues to possess valid, current licenses to do business in the State of Florida and Indian River County, Florida issued by the respective State Board and Government Agencies responsible for regulating and licensing the services to be provided and performed by the Society pursuant to the MOU; NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the County and the Society mutually agree as follows: The above Background Recitals are true and correct and are incorporated into this MOU. AGREEMENT 1.0 SCOPE OF SERVICES: The Society hereby agrees to provide and perform the services required and necessary to complete the Scope of Services and work described herein. The professional services performed by the Society pursuant to the terms of this agreement shall consist of but not be limited to the following: 1.1 Animal Sheltering. The Society does hereby agree that it will provide the County with animal shelter services. The Society agrees to provide the County with services consistent with nationally recognized current and evidence based best practices in animal welfare and consistent with public shelter functions. The Society's animal shelter services include but are not limited to: a. The housing and care of stray domestic animals for the legal hold period according to the laws of the State of Florida, Indian River County and/or local City Ordinance as applicable. b. The housing and care for domestic animals, when deemed unsuitable for home confinement, under rabies quarantine for the mandated observation period according to the laws of the state of Florida. 27 c. Housing and care for law enforcement and animal cruelty/neglect holds for up to fourteen (14) calendar days, after which, the animal becomes the property of the Society for permanent disposition unless a court order or administrative hearing finding requires the additional holding of the animal. d. Provide lost and found opportunities to the general public for domestic animals brought to the Society. Provide pet retention support for domestic pet animals aimed at keeping people and pets together and reducing animal intake. e. Provide for the humane euthanasia of domestic animals, if warranted, once any and all applicable hold periods are complete, having undertaken the duties of those of an animal shelter. The County acknowledges that once the legal hold period for any domestic animal is over, the disposition of that domestic animal shall be determined at the sole discretion of the Society and said disposition shall be in accordance with the laws of the State of Florida and Indian River County Codes. 1.2 Animal Sheltering Criteria. The Society's animal shelter criteria include but is not limited to: a. Maintain a suitable and sanitary animal shelter and provide for humane housing areas consistent with the needs of the type of animal species typically impounded by a public animal shelter. b. Feed, care for, and dispose of animals coming into the possession of the Society using safe and humane methods consistent with current and best practices in animal welfare. c. Stray animals impounded, confiscated or recovered by County staff (i.e. Animal Control and/or law enforcement personnel) that require emergency veterinary services for injuries or illnesses shall immediately be taken directly to an outside third -party veterinary service provider. Animals will not be transported to the Society until verified as stable and shall be accompanied by any and all medical records, medications, recommendations made by the third -party veterinary services provider. d. Provide for the housing of animals obtained from and involved in law enforcement activities and animal cruelty situations for up to a period of fourteen (14) calendar days. Any housing hereunder for longer periods will be charged to the County at a rate of $25.00 per day, which is in addition to the cost outlined in 1.3(a). Should the County have need for services beyond basic care and boarding as part of a law enforcement investigation (i.e., necropsy, bullet removal, emergency medical care etc.) the County shall seek outside services from a third -party veterinary service provider. The Society agrees to be a potential resource or liaison if such outside expertise is needed by the County. e. Animals impounded, confiscated, or recovered by County staff (i.e., Animal Control and/or law enforcement personnel) having known owners and/or caretakers shall be identified as such and all relevant contact information shall be provided to the Society at time of delivery to the Society or as soon as the information is known to the County. f. Provide for the shelter facility to be open for public service and operation during reasonable days and hours of operation and shall make all reasonable attempts to reunite animals known to be owned prior to adoption, euthanasia or other alternative release or exit from the facility. 1.3 Compensation and Reports. The County agrees to pay the Society as follows for and in consideration of the services described in this MOU. a. The County shall pay the Society a flat monthly fee of $42,500 for the services described herein, totaling $1,020,000 for the first twenty-four (24) month period. Fees for any additional, agreed upon, twenty-four (24) month periods shall take into consideration the current published CPI and rate of inflation during said periods. b. The Society agrees to provide the County with a monthly report of animals and/or other services provided utilizing a form and format that is consistent with established business practices utilized by the Society. The County agrees to provide the Society with a monthly report of service calls listed by type, service area/location and final disposition for the Society to provide aid in targeted areas for community outreach and support services. The reporting shall be in a format whereby the data can be extrapolated and analyzed for identifying areas where community support services are needed most. The cost of additional community support services shall be the responsibility of the Society. c. Payments will be made monthly to the Society and within 10 business days after receipt of monthly invoice and Animal Control report. d. Further, the Society shall be entitled to retain as additional compensation for this MOU all fees, service charges, and proceeds collected by the Society in connection with impounds, redemptions, and any other revenue generated as a result of this MOU, with the exception of Pet License fees and Citations. e. The County shall manage and maintain the pet license program separately and outside of this MOU. Fees for pet licensing and/or citations issued shall be paid and processed directly through the Animal Control Department of Indian River County. 1.4 Disaster Relief Services. The Society shall be designated the "Essential Support Function" with respect to any disaster to which the County is included within the disaster area designated by a governmental agency. Designated Society personnel shall be included in discussions, EOC responses, whereby decisions will be made that directly impact Society shelter operations and resources. a. Should the Society incur any direct costs that qualify for FEMA reimbursement, the County shall provide all pertinent documents that will be necessary for Society's reimbursement application to FEMA. 1.5 Mutual Obligations. The Society and the County agree that the County will not incur any further expenses other than noted herein and in accordance with this MOU after an animal is turned over to the Society. The County recognizes the scope of housing services provided by the Society is limited to daily operation and normal occurrence relating to the lost, stray and/or unwanted pet population in the County. a. The County and the Society mutually agree that in extraordinary circumstances beyond the Scope of Services in this MOU, direction from the Board of County Commissioners or their designee and members of the 29 Society's Board of Directors or their designee will be obtained as to resolution of the unusual event or occurrence. b. The County and the Society mutually agree that owner surrendered animals (animals with known owners/in the legal care & custody of a person/in the possession of persons legally acting as agents of known owners) fall outside of this MOU and the Society will provide managed intake of owned animals for residents of Indian River County as a separate program outside of this MOU. The Society agrees to prioritize the intake of Indian River County resident owned animals over the transferring in of animals from outside of the County. c. The County agrees to notify the Society in advance, when practicable, in situations whereby during any one occurrence a large number of animals (defined herein as five (5) or more) may be impounded, confiscated, recovered or otherwise transported to the Society. Upon receipt of such advance notice, the Society agrees to immediately assess its current capacity for care and will take steps in advance to prepare for the said number of animals. In circumstances that are not deemed to be emergent, do not pose an imminent risk to the health and safety of animals and/or people and whereby the impounding of a large number of animals may exceed the Society's capacity for care, the County agrees to formulate a plan with the Society to accommodate, over a period of time, the intake of the large number of animals or seek and implement solutions to mitigate/reduce the existence of the large number of animals over said period of time. The County and the Society further agree to seek alternative solutions for keeping people and pets together when deemed practicable and legally appropriate. The Society agrees that the capacity for care is based on the population at the shelter for IRC animals brought into the Shelter and not those from outside the county. d. The County agrees that cats presenting with an "ear tip" (ear tip is the preferred method used to identify spayed/ neutered and vaccinated against rabies, feral/free roaming community cats) will not be impounded and not be delivered to the Society unless showing signs of illness or injury or that have been determined to be a nuisance via official processes for declaring an animal to be a Public Nuisance by county code or Health Department declaration that an Environmental nuisance or concern has occurred. e. The Society agrees not to release any ear -tipped cats onto, or within 1/2 mile of public lands, public right of ways, protected lands, habitats, or wildlife preserves. The Society further agrees to not release any ear -tipped cats on any private property without the written consent of the property owner. The Society agrees to only release ear -tipped cats in the same area/location, with the above-mentioned exceptions, where the cat(s) were found to be living. f. The County agrees, when practicable, to impound no more than twelve stray/free roaming cats, having no known owner, in any one week or seven- day period so as to not exceed the Society's humane stray cat housing limit and/or the Society's capacity for care. g. The County and the Society mutually agree to designate a minimum of one senior level staff member who will serve as their respective organization's 4 30 liaison and will endeavor to meet and confer monthly during the term of this MOU. This section intentionally left blank IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have executed this Memorandum of Understanding (MOU). HUMANE SOCIETY OF VERO BEACH & INDIAN RIVER COUNTY FLORIDA, INC. Signature of Authorized Officer Authorized Officer (Print Name) Date: Approved: INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS By: Chairman Peter D. O'Bryan ATTEST: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk Date Approved: Approved as to form and legal sufficiency: Jason E. Brown, County Administrator Dylan Reingold, County Attorney 5 31 ON TO: Jason E. Brown, County Administrator THROUGH: Richard B. Szpyrka, P.E., Public Works Director FROM: Eric Charest, Natural Resources Manager SUBJECT: Approval of Amendment No. 1 to Florida Department of Environmental Protection Grant Agreement LPA0018 for Moorhen Marsh DATE: April 1, 2022 DESCRIPTION AND CONDITIONS In February of 2020, the Florida Department of Environmental Protection (FDEP) had awarded Indian River County a $650,000.00 grant to assist the County with costs associated with the construction of a Regional Pollutant Removal Facility that will use naturally occurring aquatic plants to absorb and remove dissolved nutrients from stormwater pumped on to the site from the North Relief Canal. The Moorhen Marsh Low Energy Aquatic Plants System (LEAPSTM) Stormwater Treatment Facility was designed, permitted, bid and is currently under construction utilizing funds made available under this grant. Amendment No. 1 to FDEP Grant Agreement LPA0018 is being offered to the County as an extension to the original terms of the agreement, extending the timeframe for project completion from June 30, 2022 through to June 30, 2023. This extension came as a request from the County to allow more time to complete the project due to current supply chain issues and delays experienced in receiving some materials necessary for construction. FUNDING There is no additional funding required to accept Amendment No. 1 to FDEP Grant Agreement LPA0018. RECOMMENDATION Staff recommends that the Board of County Commissioners approve Amendment No. 1 to Grant Agreement LPA0018 extending the terms of the grant to June 30, 2023 in order to allow for completion of construction for the Moorhen Marsh LEAPSTM' and authorize the Chairman to execute Amendment No. 1. ATTACHMENTS LPA0018 Amendment No. 1 APPROVED AGENDA ITEM FOR: April 12, 2022 32 AMENDMENT NO. 1 TO AGREEMENT NO. LPA0018 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND INDIAN RIVER COUNTY This Amendment to Agreement No. LPA0018 (Agreement) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and Indian River County (Grantee), on the date last signed below. WHEREAS, the Department entered into the Agreement with the Grantee for Indian River County North Relief Canal Aquatic Plant Project (Project), effective February 3, 2020; and, WHEREAS, the Grantee has requested an extension of the Agreement, which is needed due to supply delays; and, WHEREAS, certain provisions of the Agreement need revision. NOW THEREFORE, the parties agree as follows: The Agreement is effective until December 31, 2023. The reimbursement period for this Agreement begins on July 1, 2019 and ends at the expiration of the Agreement. The Department and the Grantee shall continue to perform their respective duties during this extension period pursuant to the same terms and conditions provided in the Agreement. 2. Attachment 3-1, Grant Work Plan, is hereby deleted in its entirety and replaced with Attachment 3-2, Revised Grant Work Plan, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment 3-1 shall hereinafter refer to Attachment 3-2, Revised Grant Work Plan. All other terms and conditions of the Agreement remain in effect. If and to the extent that any inconsistency may appear between the Agreement and this Amendment, the provisions of this Amendment shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. LPA0018 Amendment No. 1, Page 1 of 2 33 The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below. INDIAN RIVER COUNTY By: Peter O'Bryan, Chairman Print Name of Authorized Representative Date: STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By: Angela Knecht, Director Print Name and Title of Authorized Person Date: Evan Beitsch, DEP Grant Manager Michael Barr, DEP QC Reviewer List of attachments/exhibits included as part of this Amendment: Specify Type Attachment Letter/ Number Description (include number of pages) 3-2 Revised Grant Work Plan (1 Pages) DEP Agreement No. LPA0018 Amendment No. 1, Page 2 of 2 34 ATTACHMENT 3-2 REVISED GRANT WORK PLAN PROJECT TITLE: Indian River County North Relief Canal Aquatic Plant Project PROJECT LOCATION: The Project will be located on Indian River County property within Indian River County; Lat/Long (27.6916, -80.4614). PROJECT BACKGROUND: The Indian River Lagoon (IRL) is an impaired water body that has been impacted by large discharges of nitrogen and phosphorus into the watershed. The increased nutrient loading can contribute to algal blooms and reductions to the IRL's water quality, impacting aquatic flora and fauna. Indian River County (Grantee) has identified that the construction of a Regional Pollutant Removal Facility for the North Relief Canal would mitigate further nutrient loading impacts on the IRL. Approximately 6,300 acres contribute stormwater runoff and groundwater seepage into the North Relief Canal. The Project will reduce nitrogen pollution to the IRL by approximately 7,614 lbs. of total nitrogen and reduce phosphorous pollution by approximately 1,251 lbs. of total phosphorous. The captured nutrients will be stored in harvested plant tissue and composted, and/or be used as cover material for the Grantee's landfill. PROJECT DESCRIPTION: The Grantee will construct a Regional Pollutant Removal Facility that will use naturally occurring aquatic plants to absorb and remove dissolved nutrients from the North Relief Canal. The initial projected flow rate from the North Relief Canal into the RPRF will be an estimated 10 million gallons per day. The Project's main treatment module will be water lettuce scrubbers that will remove the majority of the nutrients and settleable suspended solids from the water. The water lettuce system will be followed by an algal treatment unit for reoxygenation and additional nutrient polishing of the water, and then followed by a final settling and wetland formation to offer additional detention time and further nutrient reduction. The Grantee does not anticipate that the funding under this Agreement will result in a fully completed project, so this Agreement will cover a portion of the work. TASKS: All documentation should be submitted electronically unless otherwise indicated. Task 1: Construction Deliverables: The Grantee will construct a Regional Pollutant Removal Facility in accordance with the construction contract documents. Documentation: The Grantee will submit 1) a copy of the final design; 2) a signed acceptance of the completed work to date, as provided in the Grantee's Certification of Payment Request; and 3) a signed Engineer's Certification of Payment Request. Performance Standard: The Department's Grant Manager will review the documentation to verify that the deliverables have been completed as described above. Upon review and written acceptance by the Department's Grant Manager, the Grantee may proceed with payment request submittal. Payment Request Schedule: The Grantee may submit a payment request for cost reimbursement no more frequently than monthly. 35 PROJECT TIMELINE & BUDGET DETAIL: The tasks must be completed by, and all documentation received by, the corresponding task end date. Task Task Title Budget Budget Task Start Task End No. Category Amount Date Date 1 Construction Contractual $650,000 07/01/2019 6/30/2023 Services Total: $650,000 Note that, per Attachment 2, Section 8.h. of the Agreement, authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of the Department if the Legislature reduces or eliminates appropriations. Extending the contract end date carries the risk that funds for this project may become unavailable in the future. This should be a consideration for the Grantee with this and future requests for extension CONSENT INDIAN RIVER COUNTY MEMORANDUM TO: Jason Brown County Administrator FROM: Suzanne Boyll ,?-"- Human Resources Director DATE: April 6, 2022 SUBJECT: Addendum to RXBenefits Administrative Services Agreement — Amending the Current Contract Period from 12 Months to 17 Months to Align with Annual Benefit Renewals BACKGROUND: Effective May 1, 2018, Indian River County Board of County Commissioners approved a recommendation to carve -out the pharmacy benefit under the County's group health insurance program from Florida Blue and select Express Scripts as the pharmacy benefit manager. Administrative services for the pharmacy benefit are provided by RX Benefits. Pricing and rebates are updated annually effective January of each year and approved by the BOCC. The initial term was May 1, 2018 through April 30, 2019. The first renewal term was May 1, 2019 through April 30, 2020. The second renewal term was May 1, 2020 through April 30, 2021. We are in the third renewal term of our agreement with RXBenefits for the twelve month period from May 1, 2021 through April 30, 2022. The County's benefit plan year is October 1St through September 30th. We are seeking to align the agreement with RXBenefits to coincide with our benefit plan year beginning October 1St of each year. The proposed 2022 ASA addendum would amend Article I —Certain Definitions to clearly define the "Contract Year" and each renewal term. Under this addendum, the third renewal term would be extended from twelve months effective May 1, 2021 to a seventeen month period ending on September 30, 2022. All pricing and rebate guarantees would be consistent with the October 2021 pricing agreements. Additionally, Article VI — Term and Termination, Paragraph A will be amended to include the defined renewal terms periods. FUNDING: Funding for the pharmacy benefit is included in the health plan trust fund. RECOMMENDATION: Staff respectfully requests the Board of County Commissioners approve and authorize the Board Chairman to sign the 2022 administrative services agreement addendum with RXBenefits after review and approval by the County Attorney. 37 Attachments: 2022 ASA Addendum effective April 30, 2022 2021 ASA Addendum Exhibit A — Pricing effective October 1, 2021 2018 ASA Original Agreement effective May 1, 2018 38 DocuSign Envelope ID: FA9B93B2-C45F-4295-B3D7-B780645BE52C ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (this "Addendum"), entered into effective as of April 30, 2022 (the "Addendum Effective Date"), is made by and between RxBenefits, Inc. ("Administrator"), and Indian River County Board of County Commissioners ("Client'). The parties, intending to be legally bound, hereby agree as follows: 1. Administrator and Client are parties to that certain Administrative Services Agreement dated May 1, 2018 (the "Agreement'). 2. Administrator and Client are entering into this Addendum for the purpose of documenting revisions to certain provisions of the Agreement. 3. Article I — Certain Definitions, "Contract Year" of the Agreement shall be amended to read as follows as of the Addendum Effective Date: "Contract Year", for purposes of the Initial Term of this Agreement, shall mean the full twelve-month period commencing on the Effective Date and expiring twelve months thereafter. For the First Renewal Term of this Agreement, it shall mean the full twelve-month period commencing on May 1, 2019 and expiring on April 30, 2020. For the Second Renewal Term of this Agreement, it shall mean the full twelve-month period commencing on May 1, 2020 and expiring on April 30, 2021. For the Third Renewal Term of this Agreement, it shall mean the full seventeen (17) month period commencing on May 1, 2021 and expiring on September 30, 2022. For each Additional Renewal Term thereafter, it shall mean the full twelve-month period commencing on the first day of such Additional Renewal Term and expiring twelve months thereafter. 4. Article VI — Term and Termination, Paragraph A of the Agreement shall be amended to read as follows as of the Addendum Effective Date: A. The initial term of this Agreement shall commence on the Effective Date and shall continue in effect, unless sooner terminated as provided herein, for a period of one (1) year after the Effective Date (the "Initial Term"). Unless either Party gives the other Party written notice of its intention to terminate (given in the manner prescribed in Article VIII.B below) at least sixty (60) days in advance of the expiration of the Initial Term, the Term of this Agreement shall automatically renew and extend for an additional one (1) year renewal term (the "First Renewal Term") without any additional act on the part of either Party (unless sooner terminated as provided herein and subject to the consequences of any such termination). Unless either Party gives the other Party written notice of its intention to terminate (given in the manner prescribed in Article VIII.B below) at least sixty (60) days in advance of the expiration of the First Renewal Term, the Term of this Agreement shall automatically renew and extend for an additional twelve month renewal term (the "Second Renewal Term") without any additional act on the part of either Party (unless sooner terminated as provided herein and subject to the consequences of any such 39 DocuSign Envelope ID: FA9B93B2-C45F-4295-B3D7-B780645BE52C termination). Unless either Party gives the other Party written notice of its intention to terminate (given in the manner prescribed in Article VIII.B below) at least sixty (60) days in advance of the expiration of the Second Renewal Term, the Term of this Agreement shall automatically renew and extend for an additional seventeen -month renewal term (the "Third Renewal Term") without any additional act on the part of either Party (unless sooner terminated as provided herein and subject to the consequences of any such termination). Unless either Party gives the other Party written notice of its intention to terminate (given in the manner prescribed in Article VIII.B below) at least sixty (60) days in advance of the expiration of the Third Renewal Term, the Term of this Agreement shall automatically renew and extend for additional one (1) year renewal terms (each, an "Additional Renewal Term"; the First Renewal Term, the Second Renewal Term, the Third Renewal Terms and any Additional Renewal Term may each be referred to herein as a "Renewal Term") without any additional act on the part of either Party (unless sooner terminated as provided herein and subject to the consequences of any such termination). Administrator may terminate this Agreement at any time if its contractual arrangement with PBM terminates by giving at least sixty (60) days prior written notice of the termination of this Agreement to Client. 5. Except for the revisions to Article I — Certain Definitions and Article VI — Term and Termination effected hereby, the Agreement shall not otherwise be modified, altered or amended in any respect and is hereby ratified and incorporated herein. IN WITNESS WHEREOF, the undersigned parties have entered into and executed this Addendum effective as of the Addendum Effective Date. ADMINISTRATOR: RxBenefits, Inc. Name: Lauren Simmons Title: Sr. Director of Compliance and Legal Affairs CLIENT: Indian River County Board of County Commissioners By: Name: Title: DocuSign Fnvelope ID: 56185859-5943-4C41-90BF-OCE5E90FDADD (01/2021 Version) ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT, (this "Addendum"), entered into effective as of October 1, 2021 (the "Addendum Effective Date'), is made by and between RxBenefits, Inc. ("Administrator"), and Indian River County Board of County Commissioners (`'Client"). The parties, intending to be legally bound, hereby agree as follows: 1. Administrator and Client are parties to that certain Administrative Services Agreement dated May 1, 2018 (the "Agreement"). 2. Administrator and Client hereby execute this Addendum for the purpose of documenting that Exhibit A (Client Application) to the Agreement has been amended and restated to reflect, among other things, new pricing terms. Such amended and restated Exhibit A (Client Application) shall be attached and affixed to the Agreement as Exhibit A (Client Application) in lieu of the prior Exhibit A (Client Application) upon execution of this Addendum by the parties' authorized representatives below and shall be in full force and effect as said Exhibit A from and after the Addendum Effective Date. 3. Except for the amendment and restatement of Exhibit A (Client Application) effected hereby, the Agreement shall not otherwise be modified, altered or amended in any respect and is hereby ratified and incorporated herein. IN WITNESS WHEREOF, the undersigned parties haveentered into and executed this Addendum effective as of the Addendum Effective Date. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 41 DocuSign Envelope ID. 5B185859-5943-4C41-906F-OCE5E9OFDADD (0112021 Version) EXHIBIT A CLIENT APPLICATION October 1, 2021 [IMPORTANT — PLEASE READ CAREFULLY: Client should complete Section A and carefully review this Exhibit A. which has been completed by Administrator, in order to ensure the accuracy and completeness of such information. Client shall promptly notify Administrator of any inaccuracy or omission with respect to such terms and conditions, if applicable (including, without limitation, the Client Information in Section A).] A. INFORMATION ABOUT CLIENT Client's Name: Indian River County Board of County Commissioners Client's Mail Address: 1801 27th Street, Vero Beach, Florida 32960-3365 B. PLAN DESIGN; MEMBER COST SHARE Member Cost Share: Please see current Summary of Benefits. Client represents and warrants that the design of Client's Plan as reflected in a Plan design document for Client ("PDD"), accurately reflects the applicable terms of Client's Plan for purposes of this Agreement. Client shall provide Administrator with ninety (90) days prior written notice of any proposed changes to the design of Client's Plan (including the PDD), which changes shall be consistent with the scope and nature of the services to be provided by Administrator under this Agreement. Client agrees that it is responsible for Losses resulting from (a) any failure to implement Plan design changes which are not communicated in writing to Administrator, or (b) implementation of verbal or written direction regarding exception or overrides to the PDD. In addition, Client shall notify Members of any Plan design changes prior to the effective date of any such changes as required by applicable law. C. SERVICES: FORMULARY. 1. Base Administrative Services: The following services are the base administrative services made available to Client and its Members pursuant to the Agreement (including this Exhibit A) (the "Base Administrative Services'), as applicable: • Administration of eligibility submitted via tape or telecommunication • Eligibility maintenance • Client support system for on-line access to current eligibility • Administration of Client's Plan Design • In -network claims adjudication via on-line claims adjudication system • Designated Account Team • Client clinical and plan consulting, analysis and cost projections • Annual analysis of program utilization and impact of plan design and managed care interventions • Welcome Package and ID Cards for new Members • Standard Member communications • Toll-free telephone access to customer service for the program for use by Members and Client's benefits personnel and representatives NOT FOR DISTRIBUTION. THE INFOR,tiIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 42 DocuSign Envelope ID: 5B185859-5943-4C41-90BF-OCE5E90FDADD (01/2021 Version) 2. Additional Administrative Services: Client will pay for additional administrative services (the "Additional Administrative Services") beyond those included in the Base Administrative Services that are requested by Client and provided or made available by Administrator under the program as follows: 2.1 Administrative Fees Administrative Services Fees Transaction Fees Payable for Administrative Services (per $0.65 per Prescription Drug Claim made Article IV.B of the Agreement) by Members Payable on a bi-monthly basis Transaction Fees Payable for Administrator's Clinical Advantage Program (individual prices listed in table below) $1.45 er claim Manufacturer Copay Assistance Programs • Out of Pocket Protection Accumulation Not Elected • Out of Pocket Protection + Variable Copay Not Elected Assistance Pro ram • SaveOnSP Not Elected • Out of Pocket Protection + SaveOnSP $0.40 per claim (Elected) Reviews Management • Low Clinical Value Exclusions (LCV) $030 per claim (Elected) • High Dollar Claim Review HDCR $0.75 per claim (Elected) Initial Determinations (i.e. coverage reviews) and Level Included in the existing utilization One Non -Urgent Appeals for the Coverage Authorization management PMPM charge Program, consisting of: OR Prior Authorization Step Therapy Included in the existing PA charge of $55 Drug Quantity Management per initial determination* OR No Charge if Client elects HDCR Initial Determinations and Level One Non -Urgent Appeals $55 per initial determination for benefit reviews. Examples: Copay review, plan OR excluded drug coverage review, administrative plan design review. No Charge if Client elects HDCR Final and Binding Appeals — Level Two Appeals andlor $10.00 per review* Urgent Appeals for UM, formulary, and benefit reviews. OR No Charge if Client elects HDCR External Reviews by Independent Review Organizations - for$800 per review non -grandfathered plans OR Miscellaneous No Char a if Client elects HDCR Third Party Integration Fees Charges passed through from provider or mutually agreed upon by Parties The following terms and conditions apply only if client does not elect HDCR: ■ Initial determination — this is the first review of drug coverage based on the plan's conditions of coverage. Initial determinations are also referred to as initial reviews, coverage reviews, prior authorization reviews, UM reviews, or benefit reviews. • The Level 2 and Urgent Appeal Service is an optional service for Clients to enroll in and there is an incremental fee of $10 per initial determination. ■ Level 2 and Urgent Appeals are not included in the UM package fees. • The Level 2 and Urgent Appeal Service fee is not charged per appeal. It is charged for each initial review. This allows Client to better estimate their appeal costs since it is based on the number of NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 43 DocuSign Envelope ID: 5B185859-5943-4C41-90BF-OCE5E90FDADD (0112021 Version) initial determinations. The fees cover the legal and operational costs involved with handling final and binding appeal reviews, which includes, but is not limited to the following: staffing of clinical professionals and supportive personnel, notifications to patients and prescribers, and maintaining a process aligned with state and Federal regulations. Charges for the Level 2 and Urgent Appeal Service are billed on the monthly admin invoice for completed initial determination for UM, formulary, and benefit reviews. No subsequent charges are incurred when cases are appealed. Appeals can be deemed urgent at Level 1 or Level 2. Urgent appeal decisions are final and binding. If a Level I Appeal is processed as urgent, there is no Level 2 appeal. Technical Bi-directional data exchange; dedicated operations, 24-hour a day, seven -days a week monitoring and quality control; performance reporting; and analytics Decision Sunport Dedicated CDH member services, Prescription Benefit Review Statements, Retail Pricing Transparency Member Adherence ScreenRx Preventive Medications Member Education Proactive, personalized member communications open enrollment tools and member communications library. robust online features, and preventive care proactive, personalized member communications ScreenRx for PPO Plans $0.48 PMPM *these charges would be in addition to any pricing adjustments if greater than ten percent of Client's total utilization for all Plans is attributable to a CDHC. $4.25 PMPM (If Elected) NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 22 DocuSign Envelope ID: 58185859-5943-4C41-90BF-OCE5E9OFDADD (01/2021 Version) Part D subsidy enhanced service (ESI sends reports to CMS $1.12 PMPM for Medicare -qualified on behalf of Client) Members with a minimum annual fee of (i) Notice of Creditable Coverage $7,500 $1.35/letter + postage Part D Subsidy standard service (ESI sends reports to $0.62 PMPM for Medicare -qualified Client) Members with a minimum annual fee of $5,000 A. Notice of Creditable Coverage $1.35/letter + postage Communication with physicians and/or members (e.g., $1.75/letter+ postage program descriptions, notifications, formulary compliance, non -Medicare EOBs, etc. Medicare EOB $1.75/letter + postage Custom non-standard materials Priced u on Re uest Electronic Pharmacy on Eligibility confirmation of pharmacy benefit coverage shared with prescribers and other healthcare professionals through their Electronic Medical Records (EMR) or other digital channels. Pass-through charge to Spgnsor at ESI's referred rate with data switch such Miscellaneous as Surescri ts. Coordination of Benefits$0.01 PMPM. If Elected - Custom reimbursement formula - Setup and ongoing maintenance - Product support Formulary Services Fee $10,000 Implementation Fee + $0.05 - High Performance Formulary PMPM If Elected Medicare Part B Solution - Integrated Retail & Mail Program - $0.42 PMPM - Retail Only Program - $0.20 PMPM - Program Introducto Letter - $1.35/letter + postage NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 45 DocuSign Envelope I0: 5B1a5859-5943-4C41-908F-OCE5E90FDADD (01/2021 Version) .. Nf Services — No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) Software training for access to our on-line reject for primary carrier system(s) FSA eligibility feeds A. Network Pharmacy Services Pharmac • help desk reimbursement Pharmacy network management -Pharmacy Network development (upon request) B. Home Delivery Services Benefit education Prescri tion delive — standard Reporting Web -based client reporting — Annual Strategic Account Plan report Ad-hoc desktop parametric reports Billing reports Claims detail extract file electronic NCPDP format) In%uiry access to claims processing system Load 12 months claims history for clinical reports and reporting Website Services Express- Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering ea abilit : and customer service Implementation . . • New Member packets (includes two standard resin ID cards) • Member replacement cards printed via web (For hard- copy cards, charges are passed through from the PBM • Member -requested replacement packets or Client 51.50 + postage or card requested re -carding per packet rConcurrent Drug Utilization Review (DUR) No Charge des Sponsor -requested overrides .Lost/stolen overrides c. Vacation supplies 2.2 Administrator Clinical Programs If elected, the Low Clinical Value ("LCV') exclusion option prevents unnecessary spending by removing LCV medications from the formulary without impact to client rebates while providing equal or more effective medicines at a lower cost. LCV medications are drugs that treat common conditions that do not provide any additional or superior therapeutic value when compared to currently existing therapies already in the marketplace. These medications are excluded in addition to any products that would normally be excluded by PBM Formulary. This exclusion occurs without affecting rebate minimum guarantees or contracted discount rates. Administrator reserves the right to amend, from time to time, the list of low clinical value medications_ The list of low clinical value medications may be updated quarterly. Client may request a current list of LCV medications. • If elected, Administrator's High Dollar Claim Review, Prior Authorization and Appeals program ("HDCR"), will provide Client with umbrella protection against high-cost prescription claims for approved NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 46 C. DocuSign l=nvelope ID: 5B185859-5943-4C41-90BF-OCE5E90FDADD (01/2021 Version) formulary drugs. Prescription claims over the threshold dollar amount are flagged prior to payment and reviewed for clinical appropriateness. This additional level of clinical oversight protects against unnecessary spending, saving clients money and providing improved visibility into claim reviews, decision processes, and cost savings. o The following may apply to HDCR: ` RxBenefits manages the clinical review process for high dollar claims, providing oversight of the process. We communicate trends and savings results to clients through detailed reporting and analytics; • Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; • Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is decried, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; • If denied, the appeal process is available. e If HDCR is elected, the Administrator will also manage all other Prior Authorizations and Appeals. • Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; ■ If denied, the appeal process is available. The appeal process: ■ If an initial review is denied, the Member may appeal the decision to have a different pharmacist reviewer evaluate the prior authorization. • If the denial is upheld upon first appeal, a second appeal may be made, which is completed in consultation with a peer physician reviewer from an Independent Review Organization. • If the denial is again upheld upon second appeal, a final appeal for a Federal External Review completed by an Independent Review Organization may be made. ■ If the denial is upheld by the final review, the appeal process has been exhausted and the decision is final and binding. Foundational Utilization Management ("Lill"). UM is a bundling of evidence -based clinical programs commonly used to provide appropriate clinical oversight of prescription drug claims. UM ensures the correct clinical evaluation processes are in place. Appropriate quantity limit ("QL") promotes FDA - approved dispensing guidelines by ensuring appropriate quantities are dispense. Step Therapy ("ST") ensures the most clinically appropriate item is used first as part of adhering to accepted guidelines. When faced with two similar agents, the lowest cost option is promoted first. Prior Authorizations ("PA") ensure FDA -approved guidelines with respect to indications are being met. Utilizing the PBM or customized criteria, RxBenefits has carved out the QL/ST exception review process as well as all specialty and non -specialty PA reviews to be independently reviewed and documented utilizing a documentation system that allows for ease of auditing through increased visibility of clinical decisions. This component requires that a client elect a standard Utilization Management Programs promoted by Administrator. NOTE: Client must have HDCR component in place to elect UM. The following may apply: c Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours.; NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 47 DocuSign Envelope ID: 56185859-5943-4C41-90BF-OCE5E90FDADD (01!2021 Version) c Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or o If denied, an appeal process is available. I f elected. PBM's Manufacturer Assistance Program for Specialty' Aledications (" iIAP ), consists of 1 or 2 components when available, dependent on the specific plan design: (1) Accumulator Protection using Manufacturer Copay assistance dollars to help lower member out-of-pocket costs and client costs where funds are not applied to member deductible and member out-of-pocket maximum totals; and (2) Accumulator Protection Plus Variable Cost -Share, where plan changes can maximize available assistance funds to offset plan costs and cover the members' cost -share but does not apply to their deductible and out-of-pocket maximum, yielding high savings potential, or Therapeutic Interchange Programs where the specialty pharmacy will move members to preferred agents in order to allow the usage of copay assistance funds from manufacturers. Requires exclusive specialty pharmacy relationship. o If elected, the SaveOnSP program is a benefit design change implemented by PBM in conjunction with a third -party vendor, SaveOnSP. Within the SaveOnSP program, certain specialty medications are classified as non-essential health benefits. This means that any funds spent on these drugs no longer apply to the members' accumulators. In addition, the targeted drugs are assigned higher copays. In all cases. SaveonSP helps the member coordinate manufacturer -sponsored copay assistance. SaveOnSP targets drugs in six of the top ten specialty categories. If elected. PBM's Advanced Opioid Managements" program reaches out to physicians, pharmacists and patients at key touchpoints to minimize early exposure to opioids and to prevent patients from progressing to overuse and abuse. Patients will be required to start therapy with no more than a 7 -day supply of short-acting medications (with certain exceptions). Member Education will start at the first fill. Doctors will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricina Terms. The financial terms set forth are conditioned on such exclusive arrangement and all other specified conditions set forth in Exhibit A of the Agreement. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of Brand Drug and Generic Drug pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined plan design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: • Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). • Mail Order: Lower of (i) Plan copayments/coinsurance or (ii) discounted AWP (including MAC price, when MAC pricing is applicable). • If no adjudication rates are specified herein, each claim will be adjudicated to Client at the applicable ingredient cost and will be reconciled to the applicable guarantee as set forth herein. The discounted ingredient cost will be the lesser of MAC (as applicable), U&C or the applicable AWP discount. Claims dispensed at ESI Mail Pharmacy will be adjudicated to Client at the applicable ingredient cost and will be reconciled to the applicable guarantee as set forth herein. 3.1 Pricina. (a) Ingredient Cost. Administrator will offer an average aggregate annual discount as reflected below on Client utilization to be calculated as follows. The pricing below will be implemented as, of the Addendum Effective Date. The pricing below will be guaranteed upon the start of Client's Renewal NOT FOR DISTRIBUTION. THE INFORNIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 48 DocuSign Envelope ID: 58185859-5943-4C41-90BF-OCE5E90FDADD (0 1/2021 Version) Term (as described in Article VI(A) of the Agreement) that begins on or after the Addendum Effective Date. [i -(total discounted AWP ingredient cost (including any retrospective pharmacy payments) but excluding dispensing fees and ancillary charges, and prior to application of Copayments) of applicable Prescription Drug Claims for the annual period divided by total undiscounted AWP ingredient cost (both amounts will be calculated as of the date of adjudication) for the annual period)]. Discounted ingredient cost will be the lesser of MAC (as applicable), U&C or AWP discount. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes at the Brand rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Brand guarantee below: and (ii) a Prescription Drug Claim that processes at the Generic Drug rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates) above, as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic Drug guarantee below. The only Prescription Drug Claims that may be excluded from the reconciliation of the pricing guarantees are as identified in the "Claims Excluded" paragraph below in addition to claims dispensed in Puerto Rico, Guam, Northern Mariana Islands, Virgin Islands, Hawaii, Massachusetts, and Alaska,. All other Prescription Drug Claims may be included in the reconciliation of the guarantees. Claims Excluded: OTC products (excluding insulin, diabetic strips, and test strips), compounds. U&C claims. Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products/Claims, vaccines, Specialty Products (other than specialty guarantee) biosimilar products (other than Specialty Product guarantee, if applicable), long term care pharmacy claims andlor claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable). (b) Dispensin Fee. ESI will guarantee an average aggregate annual per Prescription Drug Claim dispensing fee on Client utilization to be calculated as follows: [total dispensing fee of applicable Prescription Drug Claims for the annual period divided by total of applicable Prescription Drug Claims for the annual period which will represent the same underlying claims dataset used to calculate the "Ingredient Cost Guarantee" of this Exhibit A]. Dispensing fees will be calculated using the lesser of MAC (as applicable). U&C or AWP discount adjudication methodology. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARI AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 49 DocuSign Envelope ID 5B185859-5943-4C41-90BF-OCE5E90FDADD (01'2021 Version) PARTICIPATING BMACY RAND , $0.50 dispensing fee GENERIC $0.50 dispensing fee RETAI LMAINTENANCE BRAND NETWORK (84-90 D, $0.50 dispensing fee GENERIC MAIL SERVICE PHARMACV BRAND $0.50 dispensing fee $0.00 dispensing fee GENERIC $0.00 dispensing fee Claims Excluded: OTC products (excluding insulin, diabetic strips, and test strips), compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products/Claims, vaccines, Specialty Products (other than specialty guarantee) biosimilar products (other than Specialty Product guarantee, if applicable), long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable). Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the Term of this Agreement, the Dispensing Fee guarantees will be increased to reflect such increase(s). Notwithstanding the foregoing, Administrator guarantees that Client will only be responsible for up to a twenty percent increase over the carrier rates of the previous calendar year. At Client's request, Administrator will reimburse Client for any payments made in excess of such twenty percent increase in carrier rates. Guarantees will be measured and reconciled on an annual basis. The guarantees are annual guarantees - if this Agreement is terminated prior to the completion of the then current contract year (hereinafter, a "Partial Contract Year"), then the guarantees will not apply for such Partial Contract Year. To the extent Client changes its benefit design or Formulary during the Term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, Administrator will pay the difference of Client's cost for any shortfall between the actual result and the guaranteed result. Shortfall payments for financial guarantees, if any, will not be paid until this Agreement is signed. For purposes of measurement of any pricing guarantee in this Agreement or Amendments to this Agreement; over performance in any component will not be used to offset performance in any other measured pricing component. Notwithstanding anything in this Agreement to the contrary, the Generic average annual ingredient cost discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi - Source Indicator code identifier of "Y" on the date dispensed (or was identified by Medi -Span as having a Multi -Source Indicator identifier of an "M," "N," or "O" on the date dispensed, but was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The Brand average annual ingredient discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi -Source Indicator code identifier of "M", `N", or "O" on the date dispensed (except in cases where the underlying prescription drug product was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The application of brand and generic pricing may be subject to certain "dispensed as written" (DA W) protocols and Client or Plan defined plan design and coverage policies for adjudication and Member Copayment purposes. If Medi -Span discontinues reporting Multi -Source Indicator identifiers, Administrator reserves the right to make an equitable adjustment as necessary to maintain the parties' relative economics and the pricing intent of this Agreement. Notwithstanding anything in this Agreement to the contrary, any rebate guarantees set forth in this Agreement will be reconciled using ESI's proprietary brand/generic algorithm. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 50 DocuSign Envelope ID: 56185859-5943-4C41-90BF-OCE5E9OFDADD (01/2021 Version) Any claim that is considered a single source generic will be included in the generic reconciliation. 3.2 Saecialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. Exclusive EST Specialty See Exclusive Specialty Product List $0.00 Pharmacy Participating Pharmacy Specialty Participating Pharmacy Specialty $0.50 Products Product List * Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the Term of this Agreement, the Dispensing Fee guarantees will be increased to reflect such increase(s). (b) ASES. For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, Administrator, ESI or ESI Specialty Pharmacy will bill at the following standard per diem and nursing fee rates set forth below, maintained and updated by ESI from time to time. If ESI elects to bill Client's medical plan for ASES, Administrator will work with ESI to coordinate the invoicing and payment of ASES through Client's medical plan. If Client's medical plan will not cover the cost of ASES billed through ESI or ESI Specialty Pharmacy, Client shall be responsible for the costs of all ASES. If a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Administrator or a Client directly by ESI Specialty Pharmacy instead of being processed through ESI, Client will timely pay Administrator, and Administrator will timely pay ESI Specialty Pharmacy for such claim pursuant to the rates below. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 51 DocuSign Envelope ID: 513185859-5943-4C41-90BF-OCE5E9OFDADD (0112021 Version) Therapeutic ;,d Name Immune Deficiency All Immune Deficiency Drugs requiring $60.00 / Infusion Per Diem Enzyme Deficiency All Enzyme Deficiency Drugs required $60.00 / Infusion Per Diem Miscellaneous Specialty Duopa $65.00 / Day Conditions Miscellaneous Specialty Solids $60.00 Infusion Conditions PAH Flolan, Veletri, Epoprostenol Sodium $65.00 / Day (generic-Flolan/Veletri), and Remodulin PAH Ventavis $65.00 / Day PAH Tyvaso $30.00 / Day Inflammatory Conditions Remicade $60.00 / Infusion Alpha 1 Deficiency All Alpha I Deficiency Drugs requiring $55.00/Infusion Per Diem Nursing Rates All drugs / therapies requiring nursing $150.00 per initial visit up to two (2) hours/$75.00 per additional hour or a fraction thereof (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE - Administrator guarantees that the overall annual net effective discount for the products listed on the Specialty Products List will be as follows for Client (excluding limited distribution products). Within one hundred and eighty (180) days following the end of each Contract Year. Administrator will calculate the actual net effective discount for the products listed on the Specialty Products List to determine if the guarantee has been met. If the actual overall net effective discount is less than the guaranteed net effective discount, Administrator will reimburse Client the full dollar amount of the difference between the actual and guaranteed net effective discounts. Client will retain any amount that the actual net effective discount exceeds the guaranteed net effective discount. The calculation for the actual net effective discount will be as follows: ((Total Ingredient Cost for the products listed on the Specialty Products List) divided by (Total AWP for the products listed on the Specialty Products List)) minus 1. This guarantee is contingent on Client's participation in the National Preferred Formulary or Basic Formulary and an exclusive specialty arrangement. 33 Vaccine Claims (NO VACCINE CLAIMS WILL BE INCLUDED IN ANY PRICING OR REBATE GUARANTEE SET FORTH IN THE AGREEMENT). (a) General Terms applicable to Vaccine Claims "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. NOT FOR DISTRIBUTION. THE INFORNIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 52 DocuSign Envelope ID: 56185859-5943-4C41-90BF-OCE5E90FDADD (0172021 Version) 2. "Vaccine Vendor Transaction Fee" means the data interchange fee that ESI is charged by its third party vendor to convert Vaccine Claims submitted electronically by physicians to NCPDP 5.1 format in order for ESI to process the claim. 3. Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. In the case of Vaccine Claims, the U&C shall be the retail price charged by a Participating Pharmacy for the particular vaccine, including administration and dispensing fees, in a cash transaction on the date the vaccine is dispensed as reported to ESI by the Participating Pharmacy, 4. The Vaccine Administration Fee for Vaccine Claims for Members enrolled in Client's Medicaid programs, if any, will be capped at the maximum reimbursable amount under the state Medicaid program in which the Member is enrolled. 5. All Vaccine Claims will be subject to any Administrative Fees set forth in the Agreement 6. Vaccine Claims will be charged a program fee of $2.50 per Vaccine Claim (except for Medicare Part D covered Vaccine Claims, if applicable). The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in this Agreement. (b) Commercial (Including Medicaid and Exchange, if applicable) (c) Medicare Part D Covered Vaccine Claims: Medicare Part D Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EMPRESS SCRIPTS AND RXBENEFITS 53 Participating Participating Pharmac-, ALL OTtIER Vaccine Claims Vaccine INFLUENZA VACCINES Pass -Through Pass -Through (excluding foreign claims) Administration (capped at $15 per (capped at $20 per Submitted amount Fee vaccine claim) vaccine claim Ingredient Cost Participating Pharmacy Participating Pharmacy Submitted amount Ingredient Cost as set Ingredient Cost as set forth in the Agreement forth in the Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy Submitted amount Dispensing Fee as set Dispensing Fee as set I forth in the A reement forth in the Agreement Administrative Administrative Fee per Prescription Drug Claim as Administrative Fee per Fee/Vaccine set forth in the Agreement Prescription Drug Claim Claim (plus manual claim administrative fee) as set forth in the Agreement Vaccine Program $2.50 per vaccine claim N/A Fee (c) Medicare Part D Covered Vaccine Claims: Medicare Part D Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EMPRESS SCRIPTS AND RXBENEFITS 53 DocuSign Envelope ID: 5B185859-5943-4C41-90BF-OCE5E90FDADD (0112021 Version) D. REBATES Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan Design conditions identified in the table below, the following guaranteed amounts will he payable to Client during the Term of this Agreement: REBATES NATIONAL PLUS NETWORK -NETWORK ParticipatingrSubmitted Vaccine Claims $470.00 per Brand claim Pharmacies/ESIVaccine Claims Submitted SPECIALTY PharmacyfESI Specialty (excluding'reign Pharmacy Electronically by Vaccine Pass -Through Lower of submitted Pass -Through Administration (capped at $15 for amount or pharmacy (capped at $15 for Fee influenza/$20 all other contracted rate (capped at influenza/ $20 all other vaccines per Vaccine $15 for 4nfluenzai$20 all vaccines per Vaccine Claim) other vaccines if Claim) administered at a -Participating Pharmacy) Ingredient Cost Pass -Through Lower of submitted Pass -Through amount or pharmacy contracted rate Dispensing Fee Pass -Through Lower of submitted Pass -Through amount or pharmacy contracted rate Vendor NIA N/A Pass through at ESI cost Transaction Fee for Vendor Transaction Fee (currently $3.75, subject to change) D. REBATES Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan Design conditions identified in the table below, the following guaranteed amounts will he payable to Client during the Term of this Agreement: REBATES NATIONAL PLUS NETWORK -NETWORK O•PREFERRED $203.00 per Brand claim RETAIL MAINTENANCE 84-90 DAYS' SUPPLI $470.00 per Brand claim HOME DELIVERY PRODUCTS $570.00 per Brand claim SPECIALTY $2,075.00 per Brand claim The Extended Days' Supply pricing set forth in this Agreement shall be subject to certain requirements, as follows. Extended Days' Supply shall mean; (1) for all lines of business other than Medicare or EGAT, any supply of a covered drug of 84 days or greater; and (2) for Medicare or EGN'VP, if applicable, any supply of a covered drug of 35 days or greater. Certain Participating Pharmacies have agreed to participate in the extended (84 - 90) day supply network ("Maintenance Network") for maintenance drugs. Rebate Amounts in the 84 - 90 Days' Supply column in the table set forth above are applicable only if Client implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy (i.e., Client must implement a plan design whereby Members who fill extended days' supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, Rebate Amounts for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days' supply, and Rebate Amounts for an 84 - 90 days' supply in the table set forth above shall not apply, even da Maintenance Network Participating Pharmacy is used. Exclusions, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products, biosimilar products, OTC products (except for insulin and diabetic strips and test strips), vaccines, claims older than 180 days, claims through Client -owned or 340b pharmacies. and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 54 DocuSign. Envelope ID: 58185859-5943-4C41-90BF-OCE5E90FDADD (01/2021 Version) forth in Section 1 above. 3. Rebate Pavment Terms Subject to the conditions set forth herein, Administrator will receive from ESI the quarterly Rebate payments within approximately one hundred eighty (180) days following calendar quarter adjudicated for Rebates received during the prior calendar quarter. Upon receipt, Administrator will credit Client's account. 4. Conditions 4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received from manufacturers. ESI will pay to Administrator (and Administrator shall pay to Client) amounts equal to the Rebate amounts allocated to Client, as specified above, from ESI's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Client. ESI and Administrator will have the right to apply Client's allocated Rebate amount to unpaid Fees. ESI will retain Manufacturer Administrative Fees on Specialty Products. 4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, Rebates or other financial incentives on pharmaceutical products or formulary programs for Prescription Drug Claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting ESL's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or Rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.3 Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements,, as communicated by ESI to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI and Administrator may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.4 Rebate Acknowledgment; No Representation: Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guaranty of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client waives, releases and forever discharges ESI and Administrator from any Losses arising from a NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS DocuSign. Envelope ID: 58185859-5943-4C41-90BF-OCE5E90FDADD (01;2021 Version) pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates; or (c) negligence or misconduct affecting Rebates. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the PDL, the Plan's design features, Client meeting criteria for Rebates. and the extent of participation in ESI's formulary management programs, as well as ESI/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that ESI may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event ESI does initiate collection action against a pharmaceutical company to collect Rebates, ESI may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Notwithstanding any provision of this Agreement to the contrary-, Administrator shall only be responsible for payment of Rebates to Client pursuant to the terms of this Agreement if such Rebates are actually received by Administrator during the Term of this Agreement. In no event shall Administrator be obligated to pay Rebates to Client until Administrator receives payment for the same Rebates from ESI. In the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any Rebates received by Administrator on Client's behalf after the date of such termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement is signed by Client. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. § 1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Client from meeting any such obligation. E. The following pricing assumptions shall apply for purposes of this Agreement: 1. If Client decides to implement a mandatory generic, mandatory mail, step therapy or other program during the Term, ESI has agreed that proposed pricing terms other than rebate guarantees will remain unchanged. 2. ESI must agree to propose pricing based on its broad national retail network that includes all major national and regional pharmacy chains. DISCOUNTS 3. The proposed "effective" generic discount and the generic discount guarantee calculation INCLUDES the following: MAC Generics Non -MAC Generics Single Source Generics Multi -Source Generics Generics in their FDC -granted exclusivity period Patent litigated claims Generics with limited supply Generic medications prescribed and/or dispensed in conjunction with a specialty medication 4. All Claims filled in Most Favored Nation states are INCLUDED in discount guarantees. 5. All Claims filled in rural pharmacies are INCLUDED in discount guarantees. 6. Ingredient Cost (including Member share) is defined as the lesser of the following: AWP -Discount MAC Price; or Usual & Customary Price. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 56 DocuSign Envelope ID: 5B185859-59434C41-90BF-OCE5E90FDADD (01/2021 Version) 7. Discount will always be calculated using this formula (all Claims, including ZBDs): (I- [Ingredient Cost] 1 [AWP Price]) x 100. 8. "Gross Cost" is defined as: [Ingredient Cost] + [Dispensing Fee] + [Sales Tax]. 9. ESI agrees to apply Client -specific guarantees to all pricing components: Discounts Rebates Admin Fees Dispensing Fees 10. During the Term, contract guarantees will not change unless one of the following items occurs which could change the economics of the pricing arrangement and would need to be evaluated: (i) a change in assumption or plan design: (ii) change in law; and/or (iii) change in pricing benchmarks. 11. There will be NO dispensing fee applied to Reversed !Rejected Claims. CLAIMS ADJUDICATION 12. There will be no price floors for amount paid on any Prescription Drug Claims. REBATES 13. Rebate revenue will not have any impact on discount guarantee reporting and/or true up. 14. Rebates will be paid for brand Prescription Drug Claims and at a flat minimum dollar -for -dollar guarantee basis 15. Contract rebate guarantees are not subject to change as a result of known brand patent expirations. 16. The rebate guarantees are not subject to formulary percentage criteria. DATA 17. Audit files will be supplied to Client and Client's consultant directly from the source system and should include all Prescription Drug Claims processed including, but not limited to, paid, reversei and denied Prescription Drug Claims. 18. ESI will provide the above-mentioned extract at no charge to Client. 19. At no charge, ESI must be able to transfer data to Client's other vendor partners (e.g.. medical plan administrator, stop loss vendor, disease management vendor, catastrophic claimant advocate, etc.), with an appropriate non -disclosure agreement in place. 20. ESI can provide the fully identified NCPDP expanded format to Client's consultant on a monthly basis at no additional charge for use by both the InfoLock team and the Pharmacy Analytics Team. 21. InfoLock Data feeds that are in place will be honored even after termination at no cost to Client or Client's consultant. In other words, if the Agreement is not renewed following the Term, InfoLock must still receive the 4th quarter data even though it will not be available until after termination of this Agreement. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 57 DocuSign Envelope ID: 5B185859-5943-4C41-90BF-OCE5E90FDADD AUDITS (01/2021 Version) 22. Third Party Audits- Client may employ a third -party auditor, at Client's sole cost and expense, to conduct audits of the terms of this Exhibit A. including, but not limited to: Pharmacy Claims transactions Financial performance guarantees 23. Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 24. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 25. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 26. Coordination of Benefits claims accounted for in the claims data and discount guarantees by a flag indicating that a transaction utilized COB functionality within the RxCLAIM system. COB claims are excluded from pricing guarantees but are assessed an administrative fee if applicable. F. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terns, conditions and financial arrangements set out in Sections B, C and D of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application Exhibit A) is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARI' AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 58 DocuSign Envelope ID: 5B185859-5943-4041-90BF-OCE5E90FDADD (0 112021 version) IN WITNESS WHEREOF, Client has caused this Client Application (Exhibit A to the Agreement) to be executed as of the Effective Date. In the event this Client Application is amended by the Parties after the Effective Date, the Parties may substitute such amended Client Application for the former Client Application, provided the Parties set forth the date from and after which such amended Client Application shall be effective (the "date" line at the bottom of the Administrator's acknowledgment signature block on an amended Client Application shall be such new effective date with respect to such amended Client Application). The Parties further agree that they will attach such amended Client Application to this Agreement and provide a copy of this Agreement with the amended Client Application Exhibit A) to Administrator and Client for their respective records. Any such amended Client Application must be signed by Client's authorized representative and acknowledged, agreed to, accepted and dated by Administrator's authorized representative. Attest Jeffrey R. Smith, Clerk of Cit Court and C ptrotler 81►: Deputy Clark CLIENT: Indian River County and of County Co Byded Prme:Joseph E. Flescher Its; Chairman Acknowledged, agreed to and accepted by: ADMINISTRATOR: RxBej "w'.. by. Bv: Stw MOMS �—E4767705FOW32. . Printed Name: Lauren Simmons Its: Sr. Director of Com liance & Legal Affairs APPi-,')Nt'.1) AS 10 ParP,1) AN 0 BY o����y COltft�s�,oA✓��•: •.'9/vim.: / .� � 'n�`�'� NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS 59 ADMINISTRATIVE SERVICES AGREEMENT by and between RxBenefits, Inc. and Indian River County Board of County Commissioners EFFECTIVE AS OF: May 1, 2018 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND R"ENEFITS 60 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT, dated effective as of 12:01 a.m. local time in Birmingham, Alabama on May 1, 2018 ("Effective Date'), is made and entered by and between RxBenefits, Inc., an Alabama corporation ("Administrator"), and Indian River County Board of County Commissioners Administrator and Client are sometimes referred to herein individually as a "EA!jy" and collectively as the "Parties." Recitals A. Client has indicated a desire to enter into a contractual relationship with Administrator in order to procure the administration of prescription drug benefits to Client's Members (defined below) by Client's execution of this Agreement (defined below), including without limitation -the Client application attached to this Agreement and incorporated herein by reference as Exhibit A (the "Client Application"); B. Administrator desires to administer the prescription drug benefits specified in Client's Plan described herein in a ministerial capacity, subject to all the terms and conditions thereof; and C. Administrator has entered into an agreement with an independent, third -party pharmacy benefit manager, Express Scripts, Inc. (hereinafter referred to as "PBM" or ""), for the purpose of being able to provide a network of pharmacies and related pharmacy benefit management programs and services for utilization by Client and its Members as administered through Administrator working in conjunction with Client, all as more fully provided for in this Agreement. Agreement NOW, THEREFORE in consideration of the mutual covenants, duties and obligations made by the Parties herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE I —CERTAIN DEFINITIONS A. The initially capitalized terms below in this Section A of Article I shall have the following meanings when used in this Agreement. In addition, there are other initially capitalized terms that are defined in other parts of this Agreement and such terms shall have the meanings ascribed to them in such other parts of this Agreement whenever they are used in this Agreement. "Agreement' means this Administrative Services Agreement between Administrator and Client, the Client Application and all other exhibits, supplements, amendments, addenda and/or schedules to this Administrative Services Agreement. "AncillarlSupplies, Equipment. and Services" or "ASES" means ancillary supplies, equipment, and services provided or coordinated by ESI Specialty Pharmacy in connection with ESI Specialty Pharmacy's dispensing of Specialty Products. ASES may include all or some of the following: telephonic andlor in-person training, nursing/clinical services, in-home infusion and related support, patient monitoring, medication pumps, tubing, syringes, gauze pads, sharps containers, lancets, test strips, other supplies, and durable medical equipment. The aforementioned list is illustrative only (not exhaustive) and may include other supplies, equipment, and services based on the patient's needs, prescriber instructions, payer requirements, and/or the Specialty Product manufacturer's requirements. "Average Wholesale Price" or "AWP" means the average wholesale price of a prescription drug as identified by drug pricing services such as Medi -Span or other source recognized in the retail prescription drug industry selected by ESI (the "PricingSource'). ource"). The applicable AWP shall be the 11 -digit NDC for the product on the date dispensed, and for prescriptions filled in Participating Pharmacies, Mail Service Pharmacy and ESI Specialty Pharmacy. Actual package size will be used for dispensing. PBM will not charge Client a higher AWP price based on repackaged products and actual package size will be used for dispensing at Participating NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 1 61 Pharmacies (retail), Mail Service Pharmacy and ESI Specialty Pharmacy. AWP used to calculate the Prescription Drug Claim is the current, post -settlement AWP. If the Pricing Source discontinues the reporting of AWP or materially changes the manner in which AWP is calculated, then ESI reserves the right to make an equitable adjustment as necessary to maintain the parties' relative economics and the pricing intent of this Agreement. "Brand/Generic Algorithm" or "BGA" means ESI's standard and proprietary brand/generic algorithm utilized by ESI, a copy of which may be made available for review by Client upon request. The purposes of the algorithm are to utilize a comprehensive and logical algorithm to determine the brand or generic status of products in the ESI master drug file using a combination of industry standard attributes, to stabilize products "flipping" between brand and generic status as may be the case when a single indicator is used from industry pricing sources, and to reduce Client, Member and provider confusion due to fluctuations in brand/generic status. "Brand Drug" means a prescription drug identified as such in ESI's master drug file using indicators from a master drug file using indicators from Medispan on their provided (M,N,O,Y) codes. The multisource code field in Medi -Span contains an "M" (co -branded product), "O" (originator brand), or an "N" (single source brand); on the basis of a standard Brand/Generic Algorithm utilized by ESI across all clients. Notwithstanding the foregoing, certain prescription drug medications that are licensed and then currently marketed as brand name drugs, where there exists at least one (1) competing prescription medication that is a generic equivalent and interchangeable with the marketed brand name drug, may process as "Generic Drugs" for Prescription Drug Claim adjudication and Member Copayment purposes. "Business Days" or "business days" means all days except Saturdays, Sundays, and federal holidays. All references to "day(s)" are to calendar days unless "business day" is specified. "Contract Yea t 'means the full twelve (12) month period commencing on the Effective Date and each full consecutive twelve (12) month period thereafter that this Agreement remains in effect. "Copayment" means that portion of the charge for each Covered Drug dispensed to the Member that is the responsibility of the Member (e.g., copaymeM coinsurance and/or deductible) as indicated on the Set -Up Forms. "Cost Share" means the amount which a Member is required to pay for a prescription or authorized refill in accordance with the Plan Design, which may be a deductible, a percentage of the prescription price, a fixed amount and/or other charge or penalty. "Covered Drug(s)" means those prescription drugs, supplies, Specialty Products (if selected on the Set -Up Forms) and other items that are covered under the Prescription Drug Program, each as indicated on the Set - Up Forms. "Dispensing Fee" means the amount payable by Client as a dispensing fee per prescription or authorized refill to a Member as set forth on Exhibit A to this Agreement. "Eligibility Files" means the list submitted by Client to Administrator in reasonably acceptable electronic format indicating persons eligible for drug benefit coverage services under the Client's Plan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. 'ESI National Plus Network' means ESI's broadest Participating Pharmacy network.' 1 The ESI National Plus Network was historically referred to as the "EN50 Network" in ESL's network provider agreements with Participating Pharmacies, and is subject to future name change. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED REREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 2 62 "ESI Specially Pharmacy' means CuraScript, Inc., Accredo Health Group, Inc., Express Scripts Specialty Distribution Services, Inc., or another pharmacy or home health agency wholly-owned or operated by ESI or one or more of its affiliates that primarily dispenses Specialty Products or provides services related thereto; provided, however, that when the Mail Service Pharmacy dispenses a Specialty Product, it shall be considered an ESI Specialty Pharmacy hereunder. "Fees" means, with respect to Client, all the fees specified on the applicable Exhibits attached hereto and all other amounts due by Client hereunder, which Client (or, if applicable, any Member) is required to pay pursuant to the terms and conditions of this Agreement. In the event ESI, Administrator and Client agree upon a modification of the Fees from time to time, Client shall be responsible for timely communicating such changes to Members and for obtaining the necessary consents, if any, required from Client and/or Members in order to implement the new pricing. "Formulary" means the list of FDA -approved prescription drugs and supplies developed by ESI's Pharmacy and Therapeutics Committee and/or customized by Client, and which is selected and/or adopted by Client. The drugs and supplies included on the Formulary will be modified by ESI from time to time as a result of factors, including, but not limited to, medical appropriateness, manufacturer Rebate arrangements, and patent expirations. Additions and/or deletions to the Formulary are hereby adopted by Client, subject to Client's discretion to elect not to implement any such addition or deletion through the Set -Up Form process, which such election shall be considered a Client change to the Formulary. "Generic Drug" means a prescription drug, whether identified by its chemical, proprietary, or non-proprietary name, that is therapeutically equivalent and interchangeable with drugs having an identical amount of the same active ingredient(s) and approved by the FDA and which is identified as such in EST's master drug file using indicators from Medispan on their provided (M,N,O,Y) codes. The multisource code field in Medi - Span contains an "M" (co -branded product), "0" (originator brand), or an "N' (single source brand); on the basis of a standard Brand/Generic Algorithm utilized by ESI for all of its clients, a copy of which may be made available for review by Client upon request. "BIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. "Losses" means any and all liabilities, damages, claims, causes of action, judgments, demands, penalties, fines, assessments, costs, expenses, fees (including without limitation attorneys' fees and other professional fees) and other losses of any kind or nature whatsoever. "MAC" or "Maximum Allowable Cost' consists of a list of off -patent drugs subject to maximum allowable cost payment schedules developed or selected by ESI. The payment schedules specify the maximum unit ingredient cost payable by or on behalf of Client and its Members for drugs on the MAC List. The MAC List and payment schedules are frequently updated. "Ty AAC List" means a list of off patent prescription drugs or supplies subject to maximum reimbursement payment schedules developed or selected by ESI. "Mail Service Pharmacv" means a pharmacy wholly-owned or operated by ESI or one or more of its affiliates, other than an ESI Specialty Pharmacy, where prescriptions are filled and delivered to Members via mail delivery service. "Manufacturer Administrative Fees" means those administrative fees paid by manufacturers to, ESI pursuant to a contract between EST and the manufacturer in connection with ESI's administering, invoicing, allocating and collecting the Rebates under the Rebate program. "Member" means each person who is eligible to receive prescription drug benefits as indicated by or on behalf of Client in the Eligibility Files. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 3 63 "Member Submitted Claim" means a paper claim submitted by a Member for Covered Drugs dispensed by a pharmacy for which the Member paid cash. "Pass -Through" means the actual ingredient cost and dispensing fee amount paid by ESI for the Prescription Drug Claim when the claim is adjudicated to the Participating Pharmacy, as set forth in the specific Participating Pharmacy remittances related to Client's claims. "PDL" means the PBM Performance Drug List, which is a list of preferred pharmaceutical products, created and maintained by PBM, as amended from time to time, which: (a) has been approved by PBM's pharmacy and therapeutics committee; and (b) reflects PBM's recommendations as to which pharmaceutical products should be given favorable consideration by plans and their participants. "Participating Pharmacy' means any licensed retail pharmacy with which ESI or one or more of its affiliates has executed an agreement to provide Covered Drugs to Members but shall not include any mail order or specialty pharmacy affiliated with any such Participating Pharmacy. Participating Pharmacies are independent contractors of ESI. "Plan" means the self-funded prescription drug benefit plan(s) administered and/or sponsored by Client. "Plan Administrator" means the Plan sponsor or committee designated by the Plan sponsor with respect to the Plan, as contemplated by Section 3 (16)(A) of ERISA. 'Tian Design" means drug coverage, days' supply limitation, Cost Share, Formulary (including Formulary drug selection and relative cost indication) and other Prescription Drug Program specifications applicable to the Prescription Drug Program designated for Client as set forth in this Agreement or otherwise documented between the Parties. 'TMPM" means per Member per month fee, if applicable, as determined by Administrator from the Eligibility Files. 'Prescription Drug Claim" means a Member Submitted Claim, Subrogation Claim or claim for payment submitted to ESI by a Participating Pharmacy, Mail Service Pharmacy or ESI Specialty Pharmacy as a result of dispensing Covered Drugs to a Member. "Prescription Drug Program" means the specific pharmacy benefit management services and benefit design adopted by, and applicable to, Client under this Agreement. "Primary Member" means each Member, excluding Members who are qualified dependents. "Protected Health Information" or "PHI" shall have the meaning given such term by HIPAA but limited to that information created or received by PBM in its capacity as a subcontractor to Administrator or by Administrator in its capacity as a business associate to the Plan. "Rebates" mean retrospective formulary rebates that are paid to ESI pursuant to the terms of a formulary rebate contract negotiated independently by ESI with a pharmaceutical manufacturer and directly attributable to the utilization of certain Covered Drugs by Members. Rebates do not include Manufacturer Administrative Fees; product discounts or fees related to the procurement of prescription drug inventories, ESI Specialty Pharmacy or the Mail Service Pharmacy; fees received by ESI from pharmaceutical manufacturers for care management or other services provided in connection with the dispensing of products; or other fee-for-service arrangements whereby pharmaceutical manufacturers generally report the fees paid to ESI or its affiliates for services rendered as "bona fide service fees" pursuant to federal laws and regulations (collectively, "Other Pharma Revenue"). Such laws and regulations, as well as ESI's contracts with pharmaceutical manufacturers, generally prohibit ESI from sharing any such "bona fide service fees" earned by ESI, whether wholly or in part, with any ESI client. ESI represents and warrants that it will not enter into any agreement with a pharmaceutical manufacturer for Other Pharma Revenue with the intent to reduce Rebates. NOT FOR DISTRIBUTION, THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 4 64 "Set -Up Forms" means any standard Administrator or PBM document or form, which when completed and signed by or Client (electronic communications from Client indicating Client's approval of a Set -Up Form shall satisfy the foregoing), will describe the essential elements adopted by Client for its Prescription Drug Program, including implementation rules, coverage and benefit designs, and clinical and trend programs, as may be amended by Client from time to time. "Single Source Products" means a prescription medication that is: (i) approved by the FDA under a generic drug ANDA application and is licensed and then currently marketed by only one generic drug manufacturers under separate ANDA applications; or (ii) subject to patent litigation. "Specialty Product List" (for those Clients that are non -Exclusive) means the standard list of Specialty Products and their reimbursement rates under the applicable (exclusive or open) option, maintained and updated by ESI from time to time. The Specialty Product List is available to Client upon request. "Specialty Products" means those injectable and non -injectable drugs on the Specialty Product List. Specialty Products typically have one or more of several key characteristics, including frequent dosing adjustments and intensive clinical monitoring to decrease the potential for drug toxicity and increase the probability for beneficial treatment outcomes; intensive patient training and compliance assistance to facilitate therapeutic goals; limited or exclusive product availability and distribution; specialized product handling and/or administration requirements and/or cost in excess of $500 for a 30 day supply. "Subrogation Claim" means subrogation claims submitted by any state or a person or entity acting on behalf of a state under Medicaid or similar United States or state government health care programs, for which Client is deemed to be the primary payor by operation of applicable federal or state laws. "Term" shall mean the time period between the Effective Date and termination of this Agreement, including the Initial Term, as extended by any Renewal Term (as such terms are defined in Article VI.A). "Usual and Customary Price" or "U&C" means the retail price charged by a Participating Pharmacy for the particular drug in a cash transaction on the date the drug is dispensed as reported to ESI by the Participating Pharmacy. ARTICLE lI — ADMINISTRATIVE SERVICES PROVIDED A. Administrator shall administer the prescription drug benefits provided by the Client's Plan, subject to all of the terms and conditions of this Agreement, as the same may be amended from time to time. B. Administrator shall provide such assistance as may reasonably be necessary to Client's personnel in enrollment of eligible employees and former employees and dependents eligible under the Plan. Administrator shall maintain up-to-date eligibility status records on all enrolled Members as submitted by Client for purposes of appropriate adjudication of Prescription Drug Claims under the Plan. C. Administrator shall issue (or cause to be issued) prescription drug cards to each Member -employee who is enrolled in Client's Plan and who is declared eligible by Client, as evidence of such Member -employee's entitlement to prescription drug card benefits under the Plan. D. Upon reasonable request, Administrator shall provide Client with costs projections and analyses of Prescription Drug Claims and such other statistical data as may reasonably be requested by Client in connection with Client's management, oversight and control of the Plan. E. Administrator shall invoice Client for the Prescription Drug Claims due to be paid and shall collect Prescription Drug Claims due, plus monthly Transaction fees and any other fees payable by Client under Article IV hereof and/or the Client Application. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 5 65 ARTICLE III — DUTIES OF CLIENT A. Client shall be solely responsible for determining the eligibility of its employees and their dependents to participate and receive benefits under the Plan. B. Administrator has established and shall maintain a website located at www.rxbenefits.com (the "Website") through which Client shall have the ability to access, revise and update the eligibility and enrollment information of Client's Members. Client agrees that it shall be solely responsible for effecting timely revisions and updates to the enrollment information through the Website (or, in the alternative, through a secure file transfer protocol (ftp) site or via secure electronic data file in a format acceptable to Administrator delivered to Administrator via electronic mail) and shall be responsible for the accuracy of the enrollment information and any and all revisions and updates to the enrollment information. Upon becoming aware of errors in the enrollment information, Client shall promptly correct the information as necessary through the Website or via other acceptable alternative means provided for above in this Article III.B. Administrator shall not be responsible for Prescription Drug Claims payments made to Members or ineligible and former employees of Client who are no longer or, if applicable, should never have been Members, based on information that is or was inaccurate, was not updated or not updated on a timely basis, or otherwise revised as required by Client or this Agreement. Administrator agrees that revisions and updates to the enrollment or other applicable Member or Prescription Drug Claim information made as described above will be considered for purposes of this Agreement revised and updated within 48 hours of receipt by Administrator of written notice from Client of such revision or update. For emergency revisions and updates that need to be effective on the same day and not the next business day, Client must call in or fax such revisions and updates to Administrator during Administrator's normal business hours and follow up with Administrator as appropriate to ensure such revisions and updates become effective on the same day to the extent reasonably possible. In addition, to the extent such emergency revisions are communicated by Client to Administrator orally (e.g., via telephone), Client agrees (and it shall be Client's sole responsibility) to provide Administrator with a written description in reasonable detail setting forth the emergency revisions and/or updates within 48 hours after such emergency revisions/updates were orally communicated by Client to Administrator. C. Administrator will provide unique alphanumeric passwords ("Passwords") to Client that will permit Client to access, revise, and update the enrollment information on the Website. Client will distribute the Passwords to the individuals named on the list of authorized users (the " ser " ), which is included in Section A of the Client Application. Client is responsible for all uses of the Passwords, whether or not authorized by Client. Client is responsible for maintaining the confidentiality of the Passwords and ensuring that the Users maintain such confidentiality also. Client agrees to immediately notify Administrator of any unauthorized use of the Passwords of which Client becomes aware or has a reasonable basis to believe. To amend the list of Users, Client must notify Administrator in writing of such amendment(s). Within one (1) business day after the business day on which Administrator receives such amendment(s) in writing from Client, Administrator will deactivate the Password(s) issued to any deleted User(s) and will activate and issue new Password(s) for any new User(s) identified by Client. Although the Website is password protected, Administrator cannot and does not guarantee (and expressly disclaims and all such liability herein) that Client's enrollment information will not be subject to unauthorized access by third parties, and Client hereby, knowingly and voluntarily, releases, discharges and holds harmless Administrator and its directors, officers, employees, agents and other representatives (collectively, "Representatives") from and against all Losses resulting from, arising out of or relating to any unauthorized access or otherwise, except where such Losses result solely from the willful or intentional act or misconduct of Administrator. The foregoing release and discharge provided for in the immediately preceding sentence shall apply to any enrollment information of Client and/or its Members regardless of the medium or means in which it is stored, maintained, updated, revised or exchanged (i.e., whether on the Website, through a file transfer protocol (ftp) site, via electronic data file or otherwise). In addition, notwithstanding anything in this Agreement to the contrary, Administrator shall not (and Client acknowledges and understands that Administrator) shall not be liable or otherwise held responsible for fraudulent Prescription Drug Claims submitted by any Member, other third party acting or purporting to act on any Member's behalf or any unauthorized party using any Member's prescription drug card, information or otherwise. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 6 66 D. Client expressly understands, acknowledges and agrees that any and all information, data, documentation or software disclosed by Administrator and/or PBM in the course of conducting its business and performing administrative and related services for Members and/or Client are confidential and proprietary to, and a valuable trade secret of, Administrator and/or PBM and that any disclosure or unauthorized use - that is, any use other than to evaluate Administrator's performance under this Agreement - will cause irreparable harm and damage to Administrator and/or PBM. Notwithstanding anything to the contrary in this Agreement or in any document submitted to Client by Administrator (including, but not limited to, any confidentiality agreement), Administrator understands and acknowledges that any Confidential Information disclosed to Client by Administrator may potentially be subject to disclosure under the state or federal open records acts (each, an "Act"). Upon receipt of any request or demand by any person or entity seeking release of Confidential Information and/or prior to any release or disclosure of Confidential Information to any person or entity that Client or its Representatives deem necessary or required under the Act or otherwise, Client shall immediately notify Administrator in writing of such request, demand or obligation (a "Disclosure Request"). If Administrator fails to give express written consent to the disclosure of the Confidential Information subject to the Disclosure Request within three (3) business days of receiving written notice from Client of such Disclosure Request (initiated by any person other than Client or its Representatives), Client shall not disclose such information and Administrator shall defend and indemnify Client against any action brought to compel compliance with the Act, and against any out-of-pocket expense, including, but not limited to, court costs, all other costs of litigation, attorney's fees, fines, and statutory damages, to the extent arising from Administrator's failure to consent to disclosure of the requested Confidential Information. Without in any way limiting Administrator's defense and indemnification obligations under the preceding sentence, Administrator, at its own expense and at any time, may seek or initiate action to quash, limit, modify, narrow the scope of, and/or otherwise intervene, obtain a protective order and/or defend against, any requested disclosure subject to such Disclosure Request (an "Administrator Intervention"). Client agrees to reasonably cooperate with Administrator in any Administrator Intervention. If Client is ultimately legally compelled to disclose Confidential Information pursuant to a Disclosure Request, Client shall disclose only the minimum required pursuant to and in order to comply with the court order or other legal compulsion. Except as provided in this Subsection D of Article III, and except as may be necessary to defend or prosecute litigation between the parties hereto, Client shall not, directly or indirectly, release or disclose or otherwise use or attempt to use any patient -specific prescription information, trade secrets, proprietary software and technical processing, financial, pricing or other confidential information of Administrator and/or PBM obtained by Client from Administrator and/or PBM (regardless of the reason such information was provided or obtained) to any other party or for the benefit of any other party without the prior written consent of Administrator and/or PBM, which consent may be withheld by Administrator and/or PBM in their sole and absolute discretion. E. Client expressly represents and warrants that (i) it has provided notice to its employees and their dependents regarding participation in the Plan and Client's disclosure or anticipated disclosure of employee or dependent confidential information to Administrator in connection with the Plan and applicable law, and (ii) it has obtained all consents and/or other approvals or authorizations (either in writing or through opt -out procedures) from each Primary Member or, if applicable, each dependent Member or other applicable party, regarding such disclosures to Administrator for purposes of this Agreement and the services provided to Client and Members hereunder, and relating to the use and disclosure of information by Administrator or other applicable parties, including without limitation PHI under HIPAA as permitted under this Agreement or as otherwise reasonably necessary to effect and/or carry out the purposes and intent of this Agreement and the services to be performed and rendered by Administrator, PBM, Client or other applicable third parties with respect to this Agreement. PBM and/or Administrator may use, disclose, reproduce or adapt information obtained in connection with this Agreement, including Prescription Drug Claims as well as eligibility information, which is not identifiable on a Member basis. PBM and/or Administrator shall maintain the confidentiality of this information to the extent required by applicable law, and may not use the information in any way prohibited by applicable law. F. Should Client identify erroneous, mistaken or incorrect Prescription Drug Claims payments made by Administrator, refunds in the amount of any such erroneous Prescription Drug Claims payments to Client shall be made by Administrator within 30 days after receipt by Administrator of written notice from Client identifying such errors and providing reasonable documentation to support them. Client acknowledges, covenants and agrees that such refunds made by Administrator as provided in this Article IB.F shall be the NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 7 67 sole and exclusive remedy of Client and any Member against Administrator, its Representatives or any third party (including PBM) resulting from any such erroneous, mistaken or incorrect Prescription Drug Claims payments made by or to Administrator, and Client further covenants and agrees to hold harmless and indemnify Administrator and its Representatives for any Losses beyond such refunds claimed by any party from Administrator. The Parties acknowledge that Administrator may seek to recover any overpayments from the Members, the providers of service or any other party unjustly enriched as a result of such overpayments at any time after notice or awareness of any such error. G. Without limiting the generality or scope of any other provision of this Agreement, Administrator shall not be held responsible or liable for any performance standard or obligation required of it hereunder if Client (or Client's designee(s)) or any Member fails to provide Administrator with accurate, timely and complete information as necessary and/or required to meet any such performance standard or obligation under this Agreement or otherwise. ARTICLE IV — FINANCIAL ARRANGEMENT A. Administrator will invoice Client every two (2) weeks for the applicable Fees payable for the previous two (2) weeks. Administrator will invoice Client for the Administration Fees, as applicable and regardless of the amount of Prescription Drug Claims activity, if any. All invoices will be due and payable 7 days from receipt by Client and shall in no event be received by Administrator later than the due date stated in the invoice. Refer to Article V, below, for rules applicable to late payment of invoices. Client shall not (and acknowledges that it shall not) have any right to offset any disputed amounts or amounts due and/or payable or purported to be due and/or payable from Administrator and/or PBM from any payments of Client except as specifically approved in writing by Administrator. B. Administrator may charge Client administration fees (a) per Member -employee per calendar month payable on a monthly basis, and/or (b) per Prescription Drug Claim made by Members payable on a bi-monthly basis (collectively, the "Transaction Fees"). The Transaction Fees to be paid by Client to Administrator under this Agreement are as specified in the Client Application. C. Client acknowledges and understands that PBM, through its contractual arrangement with Administrator, guarantees certain Rebates as set forth in the Client Application. The Parties further acknowledge and understand that no Rebates or similar discounts or payments will be paid to the Parties with respect to any Prescription Drug Claims reimbursed on a unit basis by Medicaid agencies or other federal or state healthcare programs. Client acknowledges that Administrator may receive Rebates from PBM associated with certain Prescription Drug Claims of Members under Client's Plan. D. Client acknowledges and is aware that Administrator, pursuant to its contractual agreement with PBM, is paid by PBM an administrative services credit payment per mail and retail Prescription Drug Claim administered by Administrator on behalf of each Member in the Plan (the "PBM Service Credit"). It shall be Administrator's sole responsibility to obtain and collect such PBM Service Credit directly from PBM and Client shall have no responsibility (payment or otherwise) with respect to such credit due to Administrator. Administrator will also receive from PBM and thereafter promptly remit to Client a one-time $5.00 per Member implementation and marketing credit payment designed to reimburse Client for the expenses and out-of-pocket costs incurred by Client to transition Client (and its Members) to PBM's benefit offerings (the "Implementation Credit"). The Parties acknowledge and agree that (1) Administrator shall be responsible for any and all transition and implementation costs it incurs with respect to the marketing and transition of Client (and its Members) to benefit offerings administered by Administrator for Client, and (2) Client shall be responsible for any and all transition and implementation costs it incurs (exclusive of any Implementation Credit received by it as described above) with respect to the transition and implementation of such benefit offerings. To the extent applicable to the parties, it is the parties' intention that, for purposes of the Federal Anti -Kickback Statute and any required government reporting, the PBM Service Credit and Implementation Credit shall constitute and shall be treated by Administrator and Client as a discount against the price of drugs within the meaning of 42 U.S.C. § 1320a-7b(b)(3)(A). By executing this Agreement, each of Administrator and Client hereby agrees that the PBM Service Credit and any Implementation Credit shall be so treated and reported, as and to the extent applicable to each such party. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENE FITS 8 68 E. Client acknowledges that Administrator may, in its sole discretion, compensate brokers and/or third -party consultants from monies received or due to be received by Administrator pursuant to the provisions of this Agreement. F. Client expressly acknowledges, agrees, understands and confirms that (i) Administrator receives or may receive fees, rebates, commissions, payments and other remuneration from and through various sources, including Client and PBM, (ii) Administrator has disclosed to Client herein that it receives or may receive such fees, rebates, commissions, payments and other remuneration from such sources, and (iii) upon reasonable advance written request by Client, through its authorized representative, Administrator agrees to provide Client with any additional information or data within Administrator's possession or control, including without limitation specific payment or financial information, relating to this Agreement and the terms hereof, both in connection with the execution of this Agreement by the Parties as of the Effective Date and thereafter during the Term of this Agreement, whether or not in connection with any filing with respect to Client's Plan or otherwise required of Client or the Plan under applicable law, provided that such information will be made available by Administrator at mutually convenient and reasonable times, intervals and places and at no out-of-pocket cost or expense to Administrator. In the event any information requested by Client pursuant to sub -section (iii) of this Article IV.F is subject to an obligation or covenant of confidentiality, Administrator agrees to exercise commercially reasonable efforts (provided, however, that such efforts shall not require Administrator to incur any out-of-pocket cost or expense) to obtain permission to disclose to Client any such information in Administrator's possession and/or control, subject to Client's execution of a confidentiality agreement with Administrator and any other applicable party in a form reasonably acceptable to Administrator and any such other applicable party. Administrator may pay Client's benefit advisor a service fee which may be in the form of a commission, marketing fee, incentive or other allowance. ARTICLE V — LATE PAYMENT A. If the Fees for Prescription Drug Claims, the Transaction Fees, the Administration Fees or any other applicable payments specified or provided for in this Agreement are not paid by Client and received by Administrator by the due date of the applicable invoice, then Client shall pay Administrator a service charge equal to five percent (5%) (or the maximum amount allowable under applicable law if such amount is less than 51%) of all then past due amounts. In addition to such service charge, any past due amounts (inclusive of service charges) will incur interest beginning on the due date and continuing thereafter until fully paid at a rate of twelve percent (12%) per annum (or the maximum amount allowable under applicable law if such amount is less than 12%). B. Furthermore, if payment of the Fees for Prescription Drug Claims, the Transaction Fees, the Administration Fees or any other applicable payments payable by Client are not received by the due date of the applicable invoice, Administrator may, at its option and upon seven (7) days' notice to Client and the same seven (7) days' opportunity to cure, cease or suspend the provision of administrative services provided by Administrator under this Agreement, and deactivate all prescription drug cards issued to the Members. Consult Article VI for Administrator's option and right to terminate this Agreement at any time if Client fails to make full and timely payment of such charges and fees (including any applicable late fees and interest) to Administrator, C. If at any time Administrator reasonably determines that Client may have difficulty meeting its financial commitments under this Agreement, Administrator may request from Client financial information, reasonable assurances, or both, satisfactory to Administrator as to Client's ability to timely and fully meet its commitments and responsibilities hereunder. Such assurances may include, without limitation, Administrator requiring Client to make a deposit in such amount reasonably sufficient in Administrator's judgment to secure Client's payment obligations. If Client provides Administrator with such a deposit, Administrator may apply the deposit to past due balances and shall return the remaining deposit, if any, after the termination of this Agreement and the payment of all amounts payable to Administrator hereunder. Any deposit made by Client hereunder shall not be deemed a Plan asset. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 9 69 D. Administrator's failure to charge or collect a service charge and/or interest from Client shall not waive or otherwise limit in any respect any future right of Administrator under this Agreement to charge or collect a service charge and/or interest from Client. ARTICLE VI — TERM AND TERMINATION A. The initial term of this Agreement shall commence on the Effective Date and shall continue in effect, unless sooner terminated as provided herein, for a period of one (1) year after the Effective Date (the "Initial Term'). Unless either Parry gives the other Party written notice of its intention to terminate (given in the manner prescribed in Article VIII.B below) at least sixty (60) days in advance of the expiration of then applicable Initial Term or Renewal Term (as the case may be), the Term of this Agreement shall automatically renew and extend for additional one (1) year renewal terms (each, a "Renewal Term") without any additional act on the part of either Party (unless sooner terminated as provided herein and subject to the consequences of any such termination). Administrator may terminate this Agreement at any time if its contractual arrangement with PBM terminates by giving at least sixty (60) days prior written notice of the termination of this Agreement to Client. B. Either Party may terminate this Agreement upon written notice to the other Party if, as a result of any change in law, the rights or obligations of the requesting Party would be materially and adversely affected. Any such termination shall be effective on the day immediately preceding the effective date of such change in law, subject to the provisions of immediately following sentence. Notwithstanding the foregoing sentence, the Parties hereby agree to use prompt, good faith efforts to renegotiate the terms of this Agreement. If the Parties successfully conclude such negotiations prior to the effective date of the change in law, this Agreement shall not terminate and shall be amended to reflect the negotiated terms mutually agreed upon by the Parties. In the event the Parties are unable to successfully conclude and reach mutual agreement through such good faith negotiations, this Agreement shall terminate as provided above and herein. C. On and after the date of termination of this Agreement, Administrator shall be obligated to complete such administrative services provided for in this Agreement as have been commenced prior to the date of termination. Therefore, Prescription Drug Claims incurred or reported after the date of termination are the sole responsibility of Client and are not the responsibility of Administrator. Furthermore, termination of this Agreement shall not relieve Client of its obligation to pay Administrator for any outstanding Prescription Drug Claims, charges, fees (including without limitation any applicable service charges), interest and reasonable collection costs and attorneys' fees incurred by Administrator associated with such collections. However, upon termination of this Agreement, Administrator shall not have any obligation to transition Prescription Drug Claims files and/or history that contains PBM and/or Administrator cost and pricing information to Client's new prescription benefit manager or any other third party. D. Administrator may, in its sole and absolute discretion, suspend performance or terminate this Agreement at any time without giving any advance notice, written or otherwise, to Client (or to any other party) and without penalty or liability for any Losses if (1) Client fails to make timely payment of the Fees for Prescription Drug Claims, the Administration Fees or any other applicable payments owed to Administrator in accordance with the terms and conditions of this Agreement or, if requested, does not provide a deposit to Administrator as provided in Article V.0 above, (2) Client makes an assignment for the benefit of creditors, (3) Client is the subject of a voluntary or involuntary petition for bankruptcy or is adjudicated insolvent or bankrupt, or (4) a receiver or trustee is appointed for any portion of Client's property. E. Termination of this Agreement shall not terminate either Party's rights and obligations under Article III.C, Article IIID, Article IV (Financial Arrangement), Article V (Late Payment), Article VI.C, Article VII (Indemnification), Article VIII.B (Notices), Article VIII.0 (Applicable Law; Venue; Consent to Jurisdiction), Article VIII.D (Entire Agreement; Construction), Article VIII.F (Relationship of the Parties), Article IX (ERISA, COBRA & HIPAA Duties) and the Client Application (as amended, if applicable), and all such rights and obligations shall expressly survive any such termination. ARTICLE VII — INDEMNIFICATION NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIE'T'ARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 10 70 A. Except as otherwise provided in this Agreement, Client and Administrator agree to hold harmless and to indemnify each other and each other's Representatives from and against any Losses related to the indemnifying Party's breach or violation of this Agreement or related to the sole negligence or willful misconduct of the indemnifying Party. B. Client acknowledges that: (1) Administrator and its Representatives do not bear any liability for Losses under the Plan; (2) Administrator and its Representatives do not insure nor underwrite the liability of Client under the Plan; and (3) Administrator's execution of this Agreement shall not be deemed as the assumption by Administrator or its Representatives of any responsibilities, obligations or duties other than those required of Administrator pursuant to the express terms and conditions of this Agreement, C. Client further agrees to hold harmless and to indemnify Administrator and its Representatives from and against all Losses arising from (i) Client's default in the performance of any duty, requirement or obligation of Client under this Agreement, the Plan or otherwise owed to Client's employees and their dependents (whether or not in relation to this Agreement or the Plan), (ii) the acts or omissions of any Representative of Client (whether or not in relation to this Agreement or the Plan) or (iii) any representations, warranties, covenants or statements, whether written, oral or otherwise, made by Client to its Representatives and/or their dependents. Administrator agrees to hold harmless and to indemnify Client and its Representatives from and against all Losses arising from (y) Administrator's default in the performance of any duty, requirement or obligation of Administrator under this Agreement, or (z) the acts or omissions of any Representative of Administrator (whether or not in relation to this Agreement). D. Each Party's liability to the other Party and its Representatives hereunder shall not exceed the actual proximate Losses caused by or arising from the indemnifying Party's breach or violation of, or failure to perform, any term or provision of this Agreement. In no event whatsoever shall either Party or any of its Representatives be liable for any indirect, special, incidental, consequential, exemplary or punitive damages (in each case, to the fullest extent that such damages may be waived by contract under applicable law), or any damages for lost profits relating to a relationship with a third party, however caused or arising, whether or not they have been informed of the possibility of their occurrence. ARTICLE VIII — GENERAL PROVISIONS A. Changes in Agreement. This Agreement may be amended at any time, without prior notice to any Member, by mutual written agreement executed by Administrator (through its duly authorized representative) and Client (through its duly authorized representative). No employee, agent or representative of Administrator is authorized to amend or vary the terms and conditions of this Agreement or to make any agreement or promise not specifically contained herein or to waive any provision hereof other than by the means prescribed above in this Article VIIIA. B. Notices. Any notices to be given hereunder shall be deemed sufficien ly given when in writing and (1) actually delivered to the Party to be notified or (2) placed in an envelope directed to the Party to be notified at the following addresses and deposited in the United States mail by certified or registered mail, postage prepaid: If to Administrator at: RxBenefits, Inc. P.O. Box 382377 Birmingham, AL 35238-2377 Attn: Lauren Simmons If to Client at: Indian River County Board of County Commissioners 1801 27th Street Vero Beach, FL 32960-3365 Attn: Such addresses may be changed by either Party by written notice as to the new notice address given to the other Party as provided in this Article VIII.B. Client shall act as agent of its employees (and such employees' NOT FOR DISTRIBUTION. THE INFORIMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF FSI AND RXBENEFITS It 71 dependents, as and whenever applicable) to receive all notices to them hereunder and to notify the employees and their participating dependents affected thereby. It also shall be the responsibility of Client to notify all employees (and their dependents) of termination of this Agreement by Administrator pursuant to Article VII or otherwise. In the case of changes in, or termination of, the Agreement, notice to or by Client shall be deemed to constitute notice to all employees and their dependents, and no further notice need be given by Administrator to any employee or dependent in order to effectuate any change in, or termination of, this Agreement or the benefits or coverage provided for herein or made available hereby. C. Applicable Law; Venue; Consent to Jurisdiction. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Florida without regard to conflicts of law principles thereof. The Parties agree that the exclusive venue for any action, suit, claim, counterclaim, cross- claim or otherwise with respect to this Agreement and/or the subject matter hereof shall be in the Federal and state courts sitting in Indian River County, Florida (the "Florida Courts'), and each Party knowingly and voluntarily hereby submits and consents to the jurisdiction of said courts over such Party and hereby expressly waives and releases any and all defenses, claims or other rights or remedies it may have or may assert or allege to establish that jurisdiction or venue in the Florida Courts is in error, improper or otherwise invalid in any respect. As such, each Party agrees that any such Florida Courts shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Florida law. Each Party further covenants not to sue the other Party (or such other Party's Representatives) in any court or jurisdiction other than the Florida Courts. D. Entire Agreement; Construction. This Agreement (as defined in Article I (Certain Definitions)) constitutes the entire agreement and understanding of the Parties and supersedes any prior oral or written communication between the Parties with respect to the subject matter hereof. This Agreement may be amended or modified at any time (without notice to any Member or other third party) in writing, signed by authorized representatives of both Administrator and Client. No Representative of the Administrator is authorized to amend or vary the terms and conditions of this Agreement or to make any agreement or promise not specifically contained herein or to waive any provision hereof other than by the means prescribed above in this Article VIII.D.1. 2. In the event any provision of this Agreement shall be determined invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather this Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly; provided, that if the invalidation or unenforceability of such provision(s) shall, in the reasonable, good faith opinion of either Party, have a material adverse effect on such Party's rights or obligations under this Agreement, then the Agreement may be terminated by such Party upon thirty (30) days advance written notice by such Party to the other Party. 3. The Parties acknowledge that: (i) this Agreement is the product of good faith, arm's length negotiations between them; (ii) such Parties possess substantially equal bargaining power; and (iii) each Party has had the opportunity to obtain the advice of legal counsel regarding the negotiations and execution of this Agreement. 4. This Agreement is not a third party beneficiary contract, nor shall this Agreement create (or be construed or deemed to create) any rights or remedies, whether legal, equitable or otherwise, on behalf of Members or any other third parties as against Administrator. 5. This Agreement is not a contract of insurance and Administrator is not an insurer or underwriter of Client's liability under, or with respect to, the Plan. Except as otherwise provided in this Agreement, Client has and will retain the ultimate responsibility for payment of Prescription Drug Claims and other expenses under the Plan. NOT FOR DISTRIBUTION. THE INFORMATION CONTAI,NED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 12 72 6. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. E. Authority; Counterparts. The signatories to this Agreement each represents and warrants that he/she has full corporate or company authority to sign this Agreement on behalf of his/her respective Party and to legally bind and obligate such Party by so signing. Additionally, upon such signature by such authorized signatories) of Client in each signature block of this Agreement (and the Client Application and the Business Associate Agreement made a part of this Agreement), Client represents, warrants, covenants and agrees that it has the necessary power and authority, corporate, company or otherwise (and that all necessary action has been taken for Client), to enter into this Agreement and such other agreements and to consummate the transactions provided for herein and therein. This Agreement (including the exhibits hereto) may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile signatures or signatures transmitted by electronic mail shall be deemed to be original signatures for all purposes. F. Relationship of the Parties. I. Administrator and Client are, and shall at all times be, solely independent contractors. Neither Party nor its Representatives is, nor shall such Party or its Representatives be construed to be, by any Party to this Agreement or by any third party, an employee, joint venturer, partner, principal, agent, master, servant, fiduciary or other Representative of the other Party. Neither Party is authorized to assume or create any obligations, duties or liabilities, express or implied, on behalf of or in the name of the other Party, except as otherwise expressly provided to the contrary in this Agreement. Furthermore, Client acknowledges, agrees and understands that Administrator, on the one hand, and PBM and any other contracting parties of Administrator, on the other hand, are unaffiliated entities and independent parties who are solely independent contractors of one another. Client acknowledges that: (i) Client shall be responsible, in its sole discretion, for the selection of any consultants or experts to provide advice to Client as to liabilities under the Plan or duties or obligations of the Plan or Client under applicable law or otherwise; and (ii) Client is not contracting hereunder with Administrator for the provision of any such advice by Administrator. To the contrary, the Parties expressly acknowledge that Administrator will not provide such advice to Client, and that neither Party has any obligation or responsibility to advise the other Party about such other Party's compliance or noncompliance with any law, regulation, statute, rule or otherwise (including without limitation under ERISA, the Internal Revenue Code, the Public Health Services Act and/or any regulation with respect to the any of the foregoing). Client expressly acknowledges and agrees that: (i) Administrator is not (nor shall it be deemed to be at any time) a "fiduciary" for any purpose under ERISA, the Internal Revenue Code and/or the Public Health Services Act (and any regulations thereunder), applicable state law, common law or otherwise; (ii) Administrator is not (nor shall it be deemed to be at any time) the administrator of the Plan for any purpose; (iii) Client (and not Administrator) possesses and expressly retains at all times during this Agreement and thereafter the sole and absolute authority and responsibility to design, amend, terminate, modify, in whole or in part, all or any portion of the Plan, including without limitation the sole and absolute authority to control and administer the Plan and any assets of the Plan, and such authority and responsibility cannot be delegated to Administrator; and (iv) Client (and not Administrator) has complete discretionary, binding and final authority to construe the terms of the Plan, to interpret ambiguous Plan language, to make factual determinations regarding the payment of Prescription Drug Claims or provision of benefits, to review denied Prescription Drug Claims and to resolve complaints by Members. G. Compliance with Laws; Force Majeure. Each Party hereby certifies and shall perform its duties and obligations under this Agreement in a manner that complies with all federal, state, local and other laws and regulations applicable to such NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 13 73 Party and its performance hereunder, including without limitation the federal anti -kickback statute set forth at 42 U.S.C. § 1320a-7b(b) ("Anti -Kickback Statute"), the Public Contracts Anti -Kickback Statute, and/or the federal "Stark Law" set forth at 42 U.S.C. § 1395nn ("Stark Law'), as and to the extent applicable to each such Party. Each Party is responsible for obtaining its own legal advice concerning its compliance with applicable laws. If Administrator's performance of its duties and obligations under this Agreement is made materially more burdensome or expensive due to a change in federal, state or local laws or regulations or the interpretation or enforcement thereof, the Parties shall, at the option of Administrator, negotiate promptly and in good faith an appropriate adjustment to the fees, costs, expenses and/or charges paid to Administrator hereunder or other amendment to this Agreement reasonably necessary in light of the change in law or regulation or the interpretation or enforcement thereof. If the Parties cannot agree on such adjusted amounts or amended terms, then either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party. 2. Neither PBM nor Administrator shall be obligated at any time to provide the prescription drug benefit and related services identified in this Agreement to Client or Client's Members if Client or, if applicable, Members, are located in a state requiring a prescription benefit manager to be a fiduciary to Client or Members, in any capacity, contrary to or inconsistent with the terms and conditions specifically identified in this Agreement. In the event any state law or regulation requires PBM or Administrator to be a fiduciary to Client or a Member contrary to or inconsistent with the terms and conditions identified in this Agreement, Administrator may elect not to provide such prescription drug benefit and related services identified in this Agreement to the impacted Members upon thirty (30) days prior written notice to Client. Each Party, upon giving prompt written notice thereof to the other Party, shall not be liable for delay or failure to perform hereunder, if such delay or failure is due to a cause or causes beyond the reasonable control of such Party (a "Force Majeure Event"). For purposes of this Agreement, a Force Majeure Event may include, but shall not be limited to, acts of God or the public enemy, fire, flood, storms, explosion, earthquake, war, terrorism, malicious mischief, accident, transportation tie-up, riot or civil insurrection, embargo, boycott, lock -out, strike or labor disturbance, slowdown or labor stoppage of any kind or act of any government, foreign or domestic. Each Party shall have the option, but not the obligation, to terminate this Agreement in its entirety if the other Party fails to perform any material obligation of this Agreement because of the occurrence of a Force Majeure Event and either (i) the other Party does not cure such breach within thirty (30) days after the occurrence of the Force Majeure Event, or (ii) such failure is not reasonably subject to cure within such period. The non -breaching Party must provide written notice of termination to the breaching Party. H. Access to Information; Audit Rights; Government Agency Submitted Claims. Administrator and Client will allow each other reasonable access at reasonable times to administrative information relating to this Agreement and the Parties' respective duties, obligations and benefits described herein, upon the giving of reasonable advance notice by the requesting Party (subject to any limitations with respect to information that is not in the possession or control of Administrator or is otherwise subject to a covenant of confidentiality in favor of a third party). The requesting Party agrees to execute a confidentiality agreement in form and content satisfactory to the disclosing Party as a condition precedent to being permitted such access to such information, so long as such agreement is consistent with law. 2. Client, or a mutually acceptable independent, third party auditor retained by Client, may conduct, with at least sixty (60) days prior written notice and at Client's sole cost and expense, an annual Prescription Drug Claims audit of Administrator's data that directly relates to Prescription Drug Claims billings for the prior Agreement year. The scope and manner of such a Prescription Drug Claims audit (including applicable guidelines and timelines) shall be as reasonably determined by Administrator and communicated to Client sufficiently in advance of any such audit. Any such audit shall be conducted in accordance with PBM's audit protocol then in place (a copy of which NOT FOR DISTRIBUTION. THE INFORNMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 14 74 will be provided to Client upon request therefor). Client agrees that it will execute (and shall cause any mutually acceptable independent, third party auditor taking part in any such audit to execute) a confidentiality agreement in form and content reasonably acceptable to Administrator and PBM prior to conducting any such audit, so long as such agreement is consistent with law. Any request by Client to permit an auditor to perform an audit will constitute Client's direction and authorization to Administrator and PBM to disclose PHI to auditor. In the event of an audit by a mutually acceptable independent third party, Administrator and Client shall be provided with a copy of any proposed audit report or other written materials documenting such audit and Administrator will have a reasonable opportunity to comment on any such report or written materials documenting such audit before such are finalized. Upon finalization of audit results and agreement between Client and Administrator on any identified adjustments or discrepancies, if any, the period under review will be considered closed by the Parties and such agreed upon adjustment payments, if any, shall be paid by the appropriate party within thirty (30) days of execution by the Parties of an appropriate release document covering the audit period. Client acknowledges that it shall not be entitled to audit documents that Administrator is barred from disclosing by applicable law or pursuant to an obligation of confidentiality to a third party or that are not under the direction or control of Administrator. Administrator will make 100% of claims available to the Client or a mutually acceptable third party retained by Client to audit the processing contract. 3. Client acknowledges that government agencies may seek eligibility or similar data from Administrator or PBM regarding Members and may submit to Administrator or PBM claims for reimbursement for prescription drug benefits provided to such government agencies (or their agents) to Members ("Government Claims"). Administrator authorizes Administrator and PBM to provide such data as requested by government agencies or their authorized agents and further authorizes Administrator and/or PBM to process such Government Claims. Client acknowledges that Administrator may advance payment for Government Claims on behalf of Client. Client shall reimburse Administrator, in accordance with Client's payment obligations under this Agreement, for all amounts advanced by Administrator for payment of Government Claims. Client acknowledges that Government Claims submitted by or on behalf of a state Medicaid Agency shall be paid if submitted within three (3) years from the original date of fill unless a longer period is required by applicable law. In addition, Government Claims submitted by or on behalf of a state Medicaid agency may not be denied on the basis of the format of the Government Claim or failure to present proper documentation at the point-of-sale. Client shall also reimburse Administrator for any adjustments or reconciliations to previously processed Government Claims that may be payable to government agencies in accordance with applicable laws and regulations. The administrative fee for processing Government Claims shall be invoiced at the paper submitted claim rate already agreed to by the Parties or as otherwise agreed upon in writing by Administrator and Client. Administrator reserves the right to (a) terminate these services upon ninety (90) days prior notice to Client, or (b) delegate these services to a third party claims processor other than PBM. Confidential and Proprietary Information. The term "Confidential Information" includes, but is not limited to, this Agreement or any information of either Client or Administrator (including without limitation its designees) (whether oral, written, electronic, visual or fuzed in any tangible medium of expression) relating to either party's services, operations, systems, programs, inventions, techniques, suppliers, customers and prospective customers, contractors, costs and pricing data, trade secrets, know-how, processes, plans, designs and other information of or relating to either party's business. Confidential Information does not include Protected Health Information, the use and disclosure of which is governed by Article IXC (including Exhibit B) of this Agreement. 2. Unless otherwise provided by law and subject to Section IIID) herein, Administrator and Client shall not disclose or make use of any Confidential Information except as permitted under this Agreement without the prior written consent of the non -disclosing party, which consent may be conditioned upon the execution of a confidentiality agreement. Each party may disclose Confidential Information of the other party only to its authorized Representatives who have a need NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 15 75 to know the Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been informed of the confidential and proprietary nature of the Confidential Information; and (ii) with respect to Representatives, have agreed in writing not to disclose it to others and to treat it in accordance with the requirements of this Section. Administrator or Client, as applicable, shall be responsible to the other Party for any breach of this Agreement by its respective Representatives. The foregoing shall not apply to such Confidential Information to the extent: (i) the information is or becomes generally available or known to the public through no fault of the receiving party; (ii) the information was already known by or available to the receiving party prior to the disclosure by the other party on a non -confidential basis; (iii) the information is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party; (iv) the information has already been or is hereafter independently acquired or developed by the receiving party without violating any confidentiality agreement or other similar obligation; or (v) the information is required to be disclosed pursuant to a court order or (vi) pursuant to law and subject to Section III(D) herein. Except in accordance with the requirements of this Article VII1I.3, neither Party nor its Representatives may disclose, or permit to be disclosed, Confidential Information of the other party as an expert witness in any proceeding, or in response to a request for information by oral questions, interrogatories, document requests, subpoena, civil investigative demand, formal or informal investigation by any government agency, judicial process or otherwise. If either Party, or any of its respective Representatives, is requested to disclose the Confidential Information of the other party for any of the reasons described in the preceding sentence such Party shall give prompt prior written notice to the other Party to allow the other party to seek an appropriate protective order or modification of any requested disclosure. The receiving party agrees to reasonably cooperate with the disclosing party in any action by the disclosing party to obtain a protective order or other appropriate remedy. If the receiving party is ultimately legally compelled to disclose such Confidential Information, the receiving party shall disclose the minimum required pursuant to the court order or other legal compulsion. 4. Without limiting any other rights and remedies available under this Agreement or otherwise, any unauthorized disclosure or use of Confidential Information would cause Administrator or Client, as applicable, immediate and irreparable injury or loss that may not be adequately compensated with money damages. Accordingly, if either Party fails to comply with this Article VIII.I, the other Party will be entitled to seek to obtain specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for Losses caused by the breach, and to seek to obtain any other remedies provided by law or in equity. J. Exhibits and Recitals. All Recitals to this Agreement set forth above and all Exhibits attached hereto are hereby fully incorporated into and made a part of this Agreement by this reference. K. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, provided such consent will not be unreasonably withheld. However, Administrator may assign this Agreement or delegate the duties to be performed by or behalf of Administrator under this Agreement without the consent of Administrator as part of the sale of all, or substantially all, of the assets of Administrator or similar sale or disposition of Administrator that would, upon consummation, be deemed to constitute an assignment of this Agreement under applicable law. L. Disclosure of Client Information to Third Parties; Confidentiality. Client acknowledges, understands and agrees that it may be necessary or desirable for Administrator to disclose information obtained from, provided by or otherwise regarding or relating to Client, Client's Plan, and/or Client's employees and Members (excluding any information that constitutes PHI under HIPAA) to certain vendors, consultants, brokers or other third parties in connection with Administrator's services, duties and/or obligations rendered by, or required of, Administrator under this Agreement or otherwise relating to its performance hereunder. In connection with any such disclosures and in an effort to protect the confidentiality of such disclosed information, Administrator and Client each agree to execute and deliver a confidential data release and indemnification agreement in a mutually agreed upon form. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 16 76 ARTICLE IX — ERISA, COBRA AND HIPAA DUTIES A. ERISA. If Client's offering of the Prescription Drug Program provided for in this Agreement constitutes part of a "welfare plan" within the meaning of Section 3(1) of the ERISA, it is understood and agreed that the duties of Client and Administrator are as follows: 1. Plan and Summary Description: It shall be the duty of Client (and not the duty of Administrator) to furnish any Plan, summary plan description or summary of material modifications to participants and beneficiaries as required by ERISA and any regulations under it. It shall be the duty of Administrator to provide Client, upon request, with a summary of benefits available under the Plan for use in conjunction with the summary plan description and summary of material modifications. 2. Annual and Summary Annual Reports: It shall be the duty of Client to furnish any annual reports to participants and/or governmental agencies as required by ERISA, the Internal Revenue Code and any regulations thereunder. It shall be the duty of Administrator to send to Client, upon Client's reasonable request, such information which Administrator has within its possession as will permit Client to make the annual reports. It shall be the duty of Client to provide the Members with summary annual reports as required by ERISA and any regulations under it. 3. Plan Administrator: It is expressly understood and agreed by the Parties to this Agreement that any and all duties assigned by ERISA and any regulations thereunder to the Plan Administrator including, but not limited to, those duties specified in the Plan shall be deemed for purposes of this Agreement as duties of Client and not those of Administrator. B. Continuation Coverage. It is also expressly understood and agreed by the Parties to this Agreement that the compliance with continuation coverage requirements imposed on group health plans by ERISA, the Internal Revenue Code and the Public Health Service Act (including the regulations thereunder) shall be the sole obligation of Client under this Agreement and not the obligation of Administrator. Further, Administrator will not accept payment directly from any employee or former employee (or dependent of such employee or former employee) who is eligible for continuation coverage under the Plan. It shall be the responsibility of Client (and not Administrator), or such other third party administrator handling the group health plan of which the Prescription Drug Program is a part, to collect the premiums due from the employee or former employee (or dependent of such employee or former employee) for continuation coverage and to satisfy any and all other COBRA duties and responsibilities relating thereto. C. HIPAA and Privacy and Security. 1. Client also shall be solely responsible for any and all duties and responsibilities under HIPAA and similar state law that may apply to the Prescription Drug Program offered under this Agreement at any time, including but not limited to those provisions relating to portability, non-discrimination, privacy and security. The Parties will cause a HIPAA Business Associate Agreement in the form attached hereto as Exhibit B to be signed by their respective authorized representatives as of the Effective Date and will comply with the obligations required of the Parties therein. Prescription Drug Claims, as well as eligibility information, which is de -identified in accordance with HIPAA and other applicable law, and which is not identifiable on a Member basis, may be used, disclosed, reproduced, adapted or sold by PBM. Such de -identified data may be provided to nationally recognized data integration firms to support appropriate administration of PBM's drug management programs as this benchmarking data enables PBM to compare against other drug population sets and seek to improve programs and services for clients. IN WITNESS WHEREOF, Administrator and Client have caused this Agreement to be executed and delivered by their respective authorized representatives as of the Effective Date. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 17 77 Administrator: Client: RxBenefits, Inc. Indian River County Board of County CommiyriEYsca 4t2'`• By: By ( is Printed Name: Lauren Simmons Printed Name: ppt-Pr r) n, g=,ra , Its: Director of Compliance and Legal Affairs Its: Chairman •92'PiL� r� �?' P��P ATTEST: Jeffrey R.-5miffi, Clerk of Court and Comptroller Fxhibit A (Client Application) Follows) BY: puty lerk BCC Approved: January 23, 2018 APPROVED A c' -_n FORM AND LEGAL BY _ DYLAN COUNTY ATTORNEY NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 18 78 EXHIBIT A CLIENT APPLICATION [IMPORTANT — PLEASE READ CAREFULLY: Client should carefully review Sections A, B and C of this Exhibit A below which have been completed by Administrator in order to ensure the accuracy and completeness of such information. Client shall promptly notify Administrator of any inaccuracy or omission with respect to such terms and conditions, if applicable (including, without limitation, the Client Information in Section A). Client should also carefully review and complete Section D of this Exhibit A below.] A. INFORMATION ABOUT CLIENT Client Name: Indian River County Board of County Commissioners HR/Primary Contact: Phone Mail Address: 1801 27th Street HR Contact Email: Fax: City/State/Zip: Vero Beach, FL 32960-3365 Billing Contact: Phone: Main Phone: Billing Contact Email: Fax: Send Invoices and Confidential Standard Reports to: Authorized Website Users of Client (User's Name and E-mail Address): * Note: Client may add or delete Authorized Website Users by providing written notice of such changes to Administrator pursuant to the notice provisions of Article VIII.B of the Agreement. B. PLAN DESIGN; MEMBER COST SHARE Member Cost Share: Please see current Summary of Benefits. Client represents and warrants that the design of Client's Plan as reflected in a Plan design document for Client ("PDD"), accurately reflects the applicable terms of Client's Plan for purposes of this Agreement. Client shall provide Administrator with ninety (90) days prior written notice of any proposed changes to the design of Client's Plan (including the PDD), which changes shall be consistent with the scope and nature of the services to be provided by Administrator under this Agreement. Client agrees that it is responsible for Losses solely resulting from any failure to implement Plan design changes which are not communicated in writing to Administrator. In addition, Client shall notify Members of any Plan design changes prior to the effective date of any such changes. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS ,9 79 C. SERVICES; FORMULARY: PRICING GUARANTEES. 1. Base Administrative Services: The following services are the base administrative services made available to Client and its Members pursuant to the Agreement (including this Exhibit A) (the "Base Administrative Services"), as applicable: • Administration of eligibility submitted via tape or telecommunication • Eligibility maintenance • Client support system for on-line access to current eligibility • Administration of Client's Plan Design • In -network claims adjudication via on-line claims adjudication system • Designated Account Team • Client clinical and plan consulting, analysis and cost projections • Annual analysis of program utilization and impact of plan design and managed care interventions • Welcome Package and ID Cards for new Members • Standard Member communications • Toll-free telephone access to customer service for the program for use by Members and Client's benefits personnel and representatives 2. Additional Administrative Services: Client will pay for additional administrative services (the "Additional Administrative Services") beyond those included in the Base Administrative Services that are requested by Client and provided or made available by Administrator under the program as follows: I. Administrative Fees PBM Services–No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) reject for primary carrier Software training for access to our on-line system(s) FSA eligibility feeds Network Pharmacy Services Pharmacy help desk Pharmacy reimbursement Pharmacy network management Network development (upon request) Home Delivery Services Benefit education Prescription delivery – standard Reporting Services Web -based client reporting – Annual Strategic Account Plan report Ad-hoc desktop parametric reports Billing reports Claims detail extract file electronic CPDP format Inquiry access to claims processing system Load 12 months claims history for clinical reports and reporting Website Services Express-Scripts.com — access to reporting tools, eligibility update capability, contact directory, sales and marketing information, and benefit and enrollment support secured through Risk Base Authentication Express PreviewsM enrollment option — available during open enrollment to enable members to evaluate prescription benefit plan options Express-Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering capability; and customer service NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 20 80 Implementation Package and Member Communications New Member packets (includes two standard resin ID Implementation support cards) Article IV.B of the Agreement) Member replacement cards printed via web (For hard- Member -submitted paper claims processing fee copy card replacement, charges are passed through from Medicaid subrogation claims fee the PBM Advanced Utilization Management (AUM Bundle) Clinical Concurrent Drug Utilization Review (DUR) Call4Generics Retrospective Drug Utilization Review (RDUR) $0.10 PMPM per combined accumulator up to Prior Authorization — Administrative maximum of $0.20 PMPM for existing connection a. Non -clinical Prior Authorization with medical carrier or TPA. b. Lost/stolen overrides c. Vacation supplies Fees to establish connection with new medical carrier PBM Services Fees Transaction Fees Payable for Administrative Services (per $0.65 per Prescription Drug Claim made by Members Article IV.B of the Agreement) payable on a bi-monthly basis Member -submitted paper claims processing fee $2.50/claim Medicaid subrogation claims fee $2.50/claim Advanced Utilization Management (AUM Bundle) $0.51 / PMPM Combined Benefit Management Services to manage combined medical -pharmacy benefits $0.10 PMPM per combined accumulator up to that are not a consumer -directed health (CDH) plan. maximum of $0.20 PMPM for existing connection Services include ongoing management of the data with medical carrier or TPA. exchange platform with the medical vendor/TPA, production monitoring and quality control, and designated Fees to establish connection with new medical carrier operations team. Combined benefit types may include or TPA are quoted upon request. deductible, out of pocket, spending account, and lifetime maximum. Network Pharmacy Services Network Pharmacy Audit Program 20% of audit recoveries Reviews and Appeals Management Initial Determinations (i.e. coverage reviews) and Level Included in the existing utilization management One Appeals for the Coverage Authorization Program, PMPM charge consisting of: OR Prior Authorization Included in the existing PA charge of $55 per review Step Therapy Drug Quantity Management Initial Determinations and Level One Appeals for the $55 per review Benefit Review Program, consisting of reviews known as: Plan Design Related Requests Plan Exclusion Reviews (clinical or administrative reviews of non -covered drugs) Copay Reviews Plan Limit Reviews (e.g. age, gender, days' supply limits) Plan Rule/Administrative Reviews/Non-clinical Reviews Clinical Benefit Reviews Direct Claim Reject Reviews NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 21 81 PBM Services Fees Final and Binding Appeals — Level Two Appeals * and/or $0.00 per review* (incremental to PMPM fees or per Urgent Appeals** review fees above) *Level One for clients with only one level of appeal * this additional fee is applied to each initial ** Appeals can be urgent at Level One or Level Two determination. and decisions are final and binding. External Reviews by Independent Review Organizations - $800 per review for non -grandfathered plans Comprehensive Consumer Driven Health (CDH) Solution Consumer Choice Plan All services: $0.65 PMPM Technical Technical and Member Advocacy: $0.35 PMPM Bi-directional data exchange; dedicated operations; 24- Health Choices and Drug Choices: $0.30 PMPM hour a day, seven -days a week monitoring and quality control; performance reporting; and analytics Member Advocacy *these charges would be in addition to any pricing Dedicated CDH member services, open enrollment tools adjustments if greater than ten percent of Clients total and member communications library, robust online utilization for all Plans is attributable to a CDHC. features, and preventive care Health Choices Medication Adherence Monitoring and Outreach and proactive, personalized member communications Drug Choices Benefit Coaching, Prescription Benefit Review Statements, proactive, personalized member communications Medicare Part D — Retiree Drug Subsidy S Part D subsidy enhanced service (ESI sends reports to $1.12 PMPM for Medicare -qualified Members with a CMS on behalf of Client) minimum annual fee of $7,500 i Notice of Creditable Coverage $1.35/letter+ postage Part D Subsidy standard service (ESI sends reports to $0.62 PMPM for Medicare -qualified Members with a Client) minimum annual fee of $5,000 $1.35Aetter + postage A. Notice of Creditable Coverage 3. Pricing. The financial terms set forth are conditioned on such exclusive arrangement and all other specified conditions set forth in Exhibit A of the Agreement. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of brand and generic pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined plan design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). Mail Order: Lower of (i) Pian copayments/coinsurance or (ii) discounted AWP (including MAC price, when MAC pricing is applicable). 3.1 Pricing Guarantees. (a) Ingredient Cost Guarantee. ESI will guarantee an average aggregate annual discount as reflected below on Client utilization to be calculated as follows: NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 22 82 [1 -(total discounted AWP ingredient cost (excluding dispensing fees and claims with ancillary charges, and prior to application of Copayments) of applicable Prescription Drug Claims for the annual period divided by total undiscounted AWP ingredient cost (both amounts will be calculated as of the date of adjudication) for the annual period)]. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes at the Brand rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Brand guarantee below; and (ii) a Prescription Drug Claim that processes at the Generic rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates) above, as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic guarantee below. The only Prescription Drug Claims that shall be excluded from the reconciliation of the pricing guarantees are as identified in the "Claims Excluded" column of the table below. All other Prescription Drug Claims shall be included in the reconciliation of the guarantees. Type of Guarantee Participating Pharmacy Smart90 Walgreens Network" extended (84-90) days' supply Mail Service Pharmacy Claims Excluded OTC, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long tern care pharmacy claims and products filled through in-house or Brand AWP% 17.80 /0 AWP —24.80% AWP% 24.80 to 340b pharmacies (if applicable), Devices; Direct/Member Submitted Claims, Non - Traditional Providers (MilitaryNeterans/Home Infusion/LTC/Tribal/Indian/Urban), U&C Claims, Reversed/Rejected Claims OTC, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims and products filled through in-house or Generic �' AWP — 84.80% AWP 340b pharmacies (if applicable), Devices; 81.80% 84,80% Direct/Member Submitted Claims, Non - Traditional Providers (MilitaryNeterans/Home Infusion/LTC/Tribal/Indian/Urban), U&C Claims, Reversed/Rejected Claims NOT FOR DISTRIBUTION. THE INFORINiATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 23 83 (b) DispensingFee. ESI will guarantee a maximum average aggregate annual per claim dispensing fee on Client utilization to be calculated as follows: [total dispensing fee of applicable claims for the annual period divided by total claims for the annual period). Type of Guarantee Participating Pharmacy Smart90 Walgreens Network" extended (84-90) days' supply Mail Service Pharmacy Claims Excluded OTC, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims and Generic products filled through in-house or 340b Drug $0.80 $0.00 $0.00 pharmacies (if applicable), Devices; Dispensing Direct/Member Submitted Claims, Non- Fee/Claim* Traditional Providers (MilitaryNeterans/Home Infusion/LTC/TribaVIndian/Urban), U&C Claims, Reversed/Rejected Claims OTC, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims and products filled through in-house or 340b Brand pharmacies (if applicable), Devices; Dispensing Dispen Dispenaim* $0.80 $0.00 $0.00 Direct/Member Submitted Claims, Non - Traditional Providers (MilitaryNeterans/Home Infusion/LTC/TribaVIndianNrban), U&C Claims, Reversed/Rejected Claims * Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement, the Dispensing Fee guarantees will not be increased to reflect such increase(s). Guarantees will be measured and reconciled on an annual basis. To the extent Client changes its benefit design or Formulary during the term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, ESI will pay the difference of Client's cost for any shortfall between the actual result and the guaranteed result. For purposes of measurement of any pricing guarantee in this Agreement or Amendments to this Agreement, over performance in any component will not be used to offset performance in any other measured pricing component. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS ?4 84 3.2 Specialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. (b) Pricing for ASES is as follows: N For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Exceptions to the standard per diem and nursing rates are set forth in (ii), below, which list may be updated from time to time by ESI. Pricing for home infusion supplies and services provided at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be pass through. Standard Per Diem $65/dose Standard Nursing Fee/ First 2 Hours $150 Standard Nursing HourI $75 (ii) Additional exceptions to AWP Discount Rates and Standard Per Diem & Nursing Fees AWP Brand Name Discount Per Diem EPOPROSTENOL 1.0% $65/da REMODULIN 5.0% $65/da The AWP discount includes Phone Support Nursing, Supplies, Pump, first two training visits, and Coordination of In -Person Nursing. In-home nursing that is requested/needed beyond the first two training visits will be charged at a rate of $150 for the first two hours and $75 for every hour after. (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Client directly by ESI Specialty Pharmacy instead of being processed through ESI and Administrator, Client agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client's, or its designee's, NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 25 85 Ingredient Cost Dispensing Fee Exclusive ESI Specialty See Exclusive Specialty Product List $0.00 Pharmacy Participating Pharmacy Participating Pharmacy Specialty Product $0.82 Specialty Products List Lesser of AWP discount, U&C or MRA (as applicable) (b) Pricing for ASES is as follows: N For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Exceptions to the standard per diem and nursing rates are set forth in (ii), below, which list may be updated from time to time by ESI. Pricing for home infusion supplies and services provided at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be pass through. Standard Per Diem $65/dose Standard Nursing Fee/ First 2 Hours $150 Standard Nursing HourI $75 (ii) Additional exceptions to AWP Discount Rates and Standard Per Diem & Nursing Fees AWP Brand Name Discount Per Diem EPOPROSTENOL 1.0% $65/da REMODULIN 5.0% $65/da The AWP discount includes Phone Support Nursing, Supplies, Pump, first two training visits, and Coordination of In -Person Nursing. In-home nursing that is requested/needed beyond the first two training visits will be charged at a rate of $150 for the first two hours and $75 for every hour after. (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Client directly by ESI Specialty Pharmacy instead of being processed through ESI and Administrator, Client agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client's, or its designee's, NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 25 85 receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. (e) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE - Administrator guarantees that the overall annual net effective discount for the products listed on the Specialty Products List will be at least AWP (-) minus 18.50% for Client (excluding limited distribution products). Within one hundred eighty days (180) following the end of each contract year ESI will calculate the actual net effective discount for the products listed on the Specialty Price List that were dispensed through the mail order channel to determine if the guarantee has been met. If the actual overall net effective discount is less than the guaranteed net effective discount ESI will reimburse Client the full dollar amount of the difference between the actual and guaranteed net effective discounts. Client will retain any amount that the actual net effective discount exceeds the guaranteed net effective discount. The calculation for the actual net effective discount will be as follows: ((Total Ingredient Cost for the products listed on the Specialty Price List) divided by (Total AWP for the products listed on the Specialty Price List)) minus I. This guarantee is contingent on Client's participation in the National Preferred Formulary and an exclusive specialty arrangement. 3.3 Influenza and Other Vaccinations. Vaccinations shall adjudicate at the lower of: (a) -- • • —5-- t nits UU vtucu scparamiy ro eaten as part otthe administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 86 2fi Participating Pharmacy Participating Pharmacy Ingredient Cost INFLUENZA Participating Pharmacy Ingredient OTHER VACCINES Participating Pharmacy Ingredient Cost as set forth + Cost as set forth in the Agreement in the A eement Dispensing Fee Participating Pharmacy Participating Pharmacy Dispensing Fee as set forth + Dispensing Fee as set forth in the in the Agreement A eement Professional Service Fee (PSF); cost for pharmacist Pass -Through Pass -Through to administer the vaccine (capped.at $15 per vaccine claim (capped at $20 ver vaccine claim Vaccine Program Fee * $2.50 $2.50 _per vaccine claim Iper vaccine claim -- • • —5-- t nits UU vtucu scparamiy ro eaten as part otthe administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 86 2fi D. REBATES 1. Rebate Amounts. Subject to. (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan design conditions identified in the table below, ESI will pay to Client the following guaranteed amounts: Formulary: ESI National Preferred National Plus Smart90 Walgreens Home Specialty Network Network" extended Delivery (84-90) days' supply t'> Rebates per Brand Rx $148.00 $430.00 $430.00 $I,075.00 (1) Smart90 Walgreens Network Certain participating pharmacies have agreed to participate, together with the Mail Service Pharmacy, in the Express Scripts' "Smart90 Walgreens Network" extended (84-90) days' supply network for maintenance drugs (such participating pharmacies and the Mail Service Pharmacy are hereinafter collectively referred to as "Express Scripts' Smart90 Walgreens Network"). Pricing in the 84-90 Days' Supply column in the table set forth above is applicable only if Client implements a plan design that requires members: (i) to fill maintenance drugs (based on Express Scripts' standard list of identified maintenance drugs) in extended (84-90) days' supply quantities only (i.e., no 30 day fills except for initial courtesy fill(s)); and (ii) to fill such extended days' supply at either the Mail Service Pharmacy or a participating pharmacy in the Express Scripts Smart90 Walgreens Network (i.e., [Client] must implement a plan design whereby members who fill maintenance drugs for less than an extended (84-90) days' supply or who fill an extended (84-90) days' supply at a participating pharmacy other than an Express Scripts Smart90 Walgreens Network participating pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, the pricing for such days' supply will be the same as for prescription drug claims for less than an 84 days' supply, and pricing for an 84-90 days' supply in the table set forth above shall not apply, even if an Express Scripts Smart90 Walgreens Network participating pharmacy is used. The copayment amount must also be level between the Smart90 Walgreens Network and the Express Scripts Mail Order Pharmacy. Smart90* Walgreens is an innovative plan design that motivates members to fill 90 -day supplies of their maintenance medications. Members have the choice to fill 90 -day supplies through Express Scripts' home delivery pharmacy services or at Walgreens pharmacies. When members do so, plan savings increase due to more aggressively discounted pricing compared to non -preferred retail pharmacies. How Smart90 Walgreens Works: Members obtain 90 -day supply of maintenance prescriptions via home delivery from Express Scripts or at one of more than 8,000 Walgreen's pharmacies. • Member pays the same 90 -day copay whether filling through the Express Scripts Pharmacy or through one of the Walgreen's pharmacy locations Members who continue to fill 30 -day supplies of maintenance medications or use a non -preferred pharmacy after two courtesy fills pay 100% of the prescription cost. Exclusions Member Submitted Claims, Subrogation Claims, biosimilar products, OTC products, vaccines, claims older than 180 days, claims through Client -owned or 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1. above. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 87 z7 3. Rebate Payment Terms Subject to the conditions set forth herein, Administrator will receive from ESI the quarterly Rebate payments within approximately one hundred eighty (180) days following calendar quarter adjudicated for Rebates received during the prior calendar quarter. Administrator shall pay CIient the guaranteed amounts set forth in Section i above within approximately thirty (30) days following receipt of the Rebate payments from ESI. 4. Conditions 4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received from manufacturers. ESI will pay Client amounts equal to the Rebate amounts allocated to Client, as specified above, from ESI's general assets (neither Client, its Members, nor Client's plan retains any beneficial or proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Client. ESI will have the right to apply Client's allocated Rebate amount to unpaid Fees. 4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, rebates or other financial incentives on pharmaceutical products or formulary programs for claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting EST's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.3 Under its Rebate program, ESI may implement EST's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. EST reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then EST may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.4 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guaranty of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client waives, releases and forever discharges PBM and Administrator from any Losses arising from a pharmaceutical company's (a) failure to pay Rebates, (b) breach of an agreement related to Rebates; or (c) negligence or misconduct. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the PDL, the Plan's design features, Client meeting criteria for Rebates, and the extent of participation in PBM's formulary management programs, as well as PBM/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that PBM may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event PBM does initiate collection action NOT FOR DISTRIBUTION. THE INFORINIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 88 28 against a pharmaceutical company to collect Rebates, FBM may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. § 1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Client from meeting any such obligation. ESI's Inflation Protection Program ESI is pleased to offer our Inflation Protection Program to your organization. Under the program, ES1 will pay to Sponsor $2.00 per Formulary Brand Drug claim (the "Sponsor Inflation Payment"). Subject to the conditions set forth herein, EST shall pay Sponsor the Sponsor Inflation Payment within approximately one hundred and eighty (180) days following the end of each calendar quarter for utilization occurring during such quarter. Non -Formulary claims will be excluded. Terms and Conditions of the Inflation Protection Program The following claims will be excluded from all calculations related to the Inflation Protection Program: Medicare claims, Medicaid claims, any other government health care program claims, OTCs, member submitted claims, subrogation claims, compounds, Generic Drugs, claims submitted by Sponsor owned, in-house, or on-site pharmacies, 340B claims, claims submitted through a 100% member cost -share program, Biosimilars, drugs where the quantity or packaging has been changed by the manufacturer from the past year, and drugs for which there was no utilization in the calendar year prior to the calendar year for which the Inflation Guarantee payment is being determined. If Sponsor makes material changes to its Formulary or benefit design that negatively impact ESI's ability to control inflation relative to Sponsor's Formulary drug mix, then ESI reserves the right to make an equitable adjustment to the Inflation Guarantee. ESI's Inflation Protection Program, and the underlying economics, is separate and apart from, rebates and manufacturer administrative fees and the amounts described above will be paid to Sponsor in addition to any rebate payments to which Sponsor is entitled. Sponsor will not be entitled to receive any amounts related to drug price inflation or a related guarantee other than as set forth above. The following pricing assumptions shall apply for purposes of this Agreement: 1. If Client decides to implement a mandatory generic, mandatory mail, step therapy or other program during the Term, ESI has agreed that proposed pricing terms other than rebate guarantees will remain unchanged. 2. ESI must agree to propose pricing based on its broad national retail network that includes all major national and regional pharmacy chains. 3. Pricing is not based upon the assumption that ESI will be the exclusive PBM. Client reserves the right to purchase specialty products from other sources. Client will have the option to select an open or exclusive specialty provider. Additionally, Administrator will work with Client as needed to re -direct specialty medications to a preferred provider. DISCOUNTS 4. The proposed "effective" generic discount and theeg neric discount guarantee calculation INCLUDES the following: MAC Generics Non -MAC Generics Single Source Generics NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 89 29 Multi -Source Generics Generics in their FDC -granted exclusivity period Patent litigated claims Generics with limited supply Generic medications prescribed and/or dispensed in conjunction with a specialty medication 5. All Claims filled in Most Favored Nation states are INCLUDED in discount guarantees. 6. All Claims filled in rural pharmacies are INCLUDED in discount guarantees. 7. Ingredient Cost (including Member share) is defined as the lesser of the following: AWP -Discount %; MAC Price; or Usual & Customary Price, S. Discount will always be calculated using this formula (all Claims, including ZBDs): (I- [Ingredient Cost] / [AWP Price]) x 100. 9. "Gross Cost" is defined as: [Ingredient Cost] + [Dispensing Fee] + [Sales Tax]. 10. EST agrees to apply Client -specific guarantees to all pricing components: Discounts Rebates Admin Fees Dispensing Fees 11. During the Term, contract guarantees will not change unless one of the following items occurs which could change the economics of the pricing arrangement and would need to be evaluated: (i) a change in assumption or plan design; (ii) change in law; and/or (iii) change in pricing benchmarks. 12. There will be NO dispensing fee applied to Reversed/Rejected Claims. CLAIMS ADJUDICATION 13. There will be no price floors for amount paid on any Prescription Drug Claims. REBATES 14. Rebate revenue will not have any impact on discount guarantee reporting and/or true up. 15. Rebates will be paid for brand Prescription Drug Claims and at a flat minimum dollar -for -dollar guarantee basis 16. Contract rebate guarantees are not subject to change as a result of known brand patent expirations. 17. The rebate guarantees are not subject to formulary percentage criteria. DATA 18. Audit files will be supplied to Client and Client's consultant directly from the source system and should include all Prescription Drug Claims processed including, but not limited to, paid, reversed and denied Prescription Drug Claims. 19. ESI will provide the above mentioned extract at no charge to Client. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RX13ENEFITS 90 30 20. At no charge, ESI must be able to transfer data to Client's other vendor partners (e.g., medical plan administrator, stop loss vendor, disease management vendor, catastrophic claimant advocate, etc.), with an appropriate non -disclosure agreement in place. 21. ESI can provide the fully identified NCPDP expanded format to Client's consultant on a quarterly basis at no additional charge for use by both the InfoLock team and the Pharmacy Analytics Team. 22. InfoLock Data feeds that are in place will be honored even after termination at no cost to Client or Client's consultant. In other words, if the Agreement is not renewed following the Term, InfoLock must still receive the 4th quarter data even though it will not be available until after termination of this Agreement. AUDITS 23. Third Party Audits- Client may employ a third party auditor, at Client's sole cost and expense, to conduct audits of the terms of this Exhibit , including, but not limited to: 24. Pharmacy Claims transactions Financial performance guarantees Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 25. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 26. Client will not be responsible for any unpaid Member co -payment or co-insurance amounts. 27. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 28. If this Agreement is terminated prior to the completion of a Contract Year, the financial guarantees associated with that partial Contract Year will still apply and be reconciled accordingly. 29. Coordination of Benefits claims accounted for in the claims data and discount guarantees by a flag indicating that a transaction utilized COB functionality within the RxCLAIM system. COB claims are excluded from pricing guarantees, but are assessed an administrative fee if applicable. RxBenefits - ESI will be able to support Client's custom/current Rx Plan Design. E. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terms, conditions and financial arrangements set out in Sections B, C and D of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application Exhibit A) is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 31 91 IN WITNESS WHEREOF, Client has caused this Client Application Exhibit A to the Agreement) to be executed as of the Effective Date. In the event this Client Application is amended by the Parties after the Effective Date, the Parties may substitute such amended Client Application for the former Client Application, provided the Parties set forth the date from and after which such amended Client Application shall be effective (the "date" line at the bottom of the Administrator's acknowledgment signature block on an amended Client Application shall be such new effective date with respect to such amended Client Application). The Parties further agree that they will attach such amended Client Application to this Agreement and provide a copy of this Agreement with the amended Client Application (Exhibit to Administrator and Client for their respective records. Any such amended Client Application must be signed by Client's authorized representative and acknowledged, agreed to, accepted and dated by Administrator's authorized representative. ATTEST: Jeffrey R. Smith, Clerk of Court and C roller BY:'Ww.! �Ojhflx dv De ty Clerk COlttgq�S•. CLIENT: Indian Ri r oun Board of unty Com�rrsion IFN; >f By: Printed Name: pAtPr T) Q P= =n yp'- •'���'• Its: Chairm.. an ••rv���outI I.- .••• BCC Approved: January 23, 2018 Acknowledged, agreed to and accepted by: ADMINISTRATOR: RxBenef Inc. By: Printed Name: Lauren Simmons Its: Director of Compliance and Legal Affairs APPROVED AS TO FORA AND LEGAL SUFF CIENCY 8� DYLAN REINGOLD COUNTY ATTORNEY NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 92 32 EXHIBIT B BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement"), by and between Indian River County Board of County Commissioners' Health Plan (the "Plan") and Indian River County Board of County Commissioners (the "Company") (the PIan and the Company are collectively referred to herein as the "Company"), and RxBenefits, Inc. (the "Business Associate"), is effective as of January I, 201_. RECITALS WHEREAS, due to the services (the "Services") performed by the Business Associate with respect to the Plan, Protected Health Information ("PHI") and Electronic Protected Health Information subject to the Privacy Regulations and the Security Regulations, promulgated by the United States Department of Health and Human Services ("HHS") under the Health Insurance Portability and Accountability Act of 1996 (the "Regulations"), may be transmitted, created, received, and/or maintained; and WHEREAS, to the extent required by the Regulations, the Business Associate and the Company desire to comply with the "Business Associate" requirements of the Regulations and to memorialize their agreements with respect to such compliance. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the Business Associate and the Company agree as follows: I. Definitions. Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Regulations. 2. Restrictions on Use and Disclosure of PHI. The Business Associate may Use PHI only to perform the permitted and required Uses and Disclosures as provided by this Agreement or as Required By Law. The Business Associate shall make reasonable efforts to limit PHI that is subject to this Agreement to the minimum amount that is necessary to accomplish the intended purpose of a required or permitted Use or Disclosure under this Agreement. To the extent practicable, Business Associate agrees that each use, disclose, or request of PHI shall be limited to PHI in a limited data set, as that term is defined at 45 G.F.R. § 164.514(e)(2). The Business Associate shall not Use or Disclose PHI received from the Company or any participant in the Plan in any manner that would constitute a violation of the Regulations if the Company made the same Use or Disclosure, except that the Business Associate may Use or Disclose such PHI for the Business Associate's proper management and administration and legal responsibilities. The Business Associate may Disclose PHI for the purposes described in this Section 2 only in the following circumstances: such Disclosure is Required By Law; or the Business Associate obtains reasonable assurances from the person to whom the PHI is Disclosed that it will be held confidentially and Used or further Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and the person agrees to notify the Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. 3. Agents and Subcontractors Bound by Agreement. If any agent or subcontractor of the Business Associate (other than the Business Associate's Workforce) will have access to PHI that is NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 93 33 received from, or created or received by the Business Associate on behalf of the Company, then the Business Associate will enter into an agreement with such agent or subcontractor whereby the agent or subcontractor agrees to be bound by the terms of this Agreement with respect to PHI. 4. Safeguards for Protection of PHI: Report of Unauthorized Use or Disclosure. The Business Associate agrees that it will implement and use appropriate safeguards to prevent any Use or Disclosure of PHI in violation of this Agreement. The Business Associate agrees that it will report to the Company any Use or Disclosure of PHI, of which the Business Associate becomes aware, that is in violation of this Agreement. The Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a Use or Disclosure of PHI by the Business Associate in violation of this Agreement. 5. Cooperation by the Business Associate. The Business Associate agrees to cooperate with the Company in providing an accounting of Disclosures of PHI received under this Agreement as requested by an individual to whom it relates, except to the extent the Regulations provide otherwise. In the event that Business Associate uses or maintains an electronic health record, Business Associate agrees that such accounting shall include disclosures made to carry out treatment, payment, and health care operations through the use of such electronic health record. Upon receiving a request for an accounting of disclosures directly from an individual who has received an accounting of disclosures from Company, which provided a list of all business associates acting on behalf of the Plan, including Business Associate, Business Associate agrees to provide an accounting of its disclosures of PHI to such individual as required by the Privacy Regulations. In response to such a request from an individual, Business Associate may elect to provide either (i) an accounting of disclosures that includes disclosures of subcontractors and/or agents acting on behalf of Business Associate or (ii) an accounting of disclosures that are made by the Business Associate as well as a list of all subcontractors and/or agents acting on behalf of Business Associate, including contact information such as mailing address, phone, and email address, The Business Associate shall respond to requests from the Company for the information described in this Section 5 and make available such information to the Company within a reasonable period of time to enable the Company to timely respond to any request. The Company agrees that the Business Associate will not maintain any Designated Record Sets on its behalf and that the Business Associate assumes no responsibility to respond to individuals' requests for access or amendments as provided in Sections 164,524 and 164.526 of the Regulations. Business Associate agrees that the requirements of the Privacy Regulations shall be applicable to Business Associate in the performance of its obligations pursuant to the Agreement. Business Associate agrees that it shall not directly or indirectly receive remuneration in exchange for any PHI, unless a valid authorization, as that term is defined at 45 C.F.R. § 164.508, is obtained or the purpose of the exchange meets one of the exceptions set forth in set forth in the 45 C.F.R. 164.502(aX5)(ii). 6. Documenting_ Disclosures. In order to cooperate with the Company in accordance with Section 5 above, the Business Associate agrees to document all Disclosures of PHI and information related to such Disclosures as would be required for the Company to respond to an individual's request for an accounting of Disclosures of PHI under Section 164.528 of the Regulations. Such documentation shall include: (a) the date of the Disclosure; (b) the name of the entity or person who received the PHI and, if known, the address of such entity or person; (c) a brief description of the PHI Disclosed; and (d) a brief statement of the purpose of the Disclosure (which would reasonably inform an individual of the basis for the Disclosure). NOT FOR DISTRIBUTION, THE I,NFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 94 34 7. HHS, The Business Associate agrees to make its internal practices, books and records relating to the Use and Disclosure of PHI received from or created or received by the Business Associate on behalf of the Company available to the Company and the Secretary of HHS for purposes of determining the Company's compliance with the Regulations. Notwithstanding this Section 7, no attorney-client privilege or other privilege shall be deemed waived by the Company or the Business Associate. 8. Termination. Company and Business Associate shall each have the right to immediately terminate this agreement upon the violation by the other of a material term of this Agreement or of the Regulations, including violations relating specifically to the permitted and required Uses and Disclosures of PHI by the Company or Business Associate; provided, however, that the breaching party shall be provided the opportunity to cure the breach to the satisfaction of the other within a reasonable period of time. If the beaching -party does not cure the default, the non -breaching party shall be entitled to terminate this Agreement or if it is not feasible to terminate this Agreement, report the problem to the Secretary of HHS. Upon termination of this Agreement, the Business Associate and the Company agree to determine whether the return or destruction of PHI received from, or created or received by the Business Associate under this Agreement is feasible. If such return or destruction is mutually determined to be feasible, the Business Associate shall promptly return or destroy all such PHI received from or created or received by the Business Associate under this Agreement. If such return or destruction is mutually determined to not be feasible, the protections of this Agreement shall continue to apply to such PHI after termination (including the Business Associate's obligations in Section 5), and further Uses and Disclosures of such PHI shall be restricted to only those purposes that make the return or destruction of the information infeasible. If mutual agreement is not made as to the feasibility of any return or destruction of PHI, the parties agree to use mediation to resolve this issue. 9. Term of Agreement. The term of this Agreement shall be such period of time as the Business Associate is performing the Services. In the event that such Services are terminated, this Agreement also shall terminate, except that the provisions of Sections 8 and 15 shall survive any termination of this Agreement. 10. Notice. All written communications, demands, and notices between the parties hereto must be posted by first class mail, postage paid or express mail to the following addresses: To the Business Associate: To the Company: Lauren Simmons Attn: RxBenefits, Inc. Indian River County Board of County Commissioners P. O. Box 382377 1801 27th Street Birmingham, Alabama 35238-2377 Vero Beach, FL 32960-3365 11. Entire Aareement. This Agreement supersedes all previous contracts and constitutes the entire agreement of whatever kind or nature existing between the parties with respect to the subject matter hereof, and no party shall be entitled to benefits other than those specified herein. As between the parties, no oral statement or prior written material not specifically incorporated herein shall be of any force and effect; and the parties specifically acknowledge that in entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement and no others. This Agreement may be amended only by an instrument in writing executed by the parties hereto and may be supplemented only by documents delivered in accordance with the express terms hereof. NOT FOR DISTRIBUTION. THE MI OR]NIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 95 35 12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. 13. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein or therein confer, upon any person other than the Company and the Business Associate and their respective successors or assigns in interest, any rights, remedies, obligations, or liabilities whatsoever. 14. Modification For Change in Law. Upon the occurrence of changes or amendments to the Regulations or other law that affect the legality of or any provision in this Agreement, the Company and the Business Associate agree to modify this Agreement to comport with such changes or amendments. Any such modification of this Agreement shall be in writing and signed by the Company and the Business Associate, 15. Indemnification. Each party to this Agreement hereby agrees to indemnify, defend, and hold harmless the other party (including, but not limited to, its directors, employees, officers, and agents) from and against any and all claims, causes of action, liabilities, damages, costs, or expenses (including, but not limited to, attorneys' fees) incurred by the party as a result of the other party's (or any party acting by or through the party) gross negligence or willful misconduct or failure to perform any of its duties or obligations under this Agreement. 16. Security. The Business Associate shall: (a) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Company as required by the Regulations; (b) Ensure that any agent, including any subcontractor, to whom the Business Associate provides such Electronic Protected Health Information agrees in writing to implement reasonable and appropriate safeguards to protect it; (c) Report to the Company any security incident of which the Business Associate becomes aware; (d) Make its policies and procedures and documentation required by the Regulations relating to such administrative, physical, and technical safeguards, available to the Company and the Secretary of HHS for purposes of determining the Company's compliance with the Regulations; (e) Acknowledge its obligation to comply with the Security Regulations in using and disclosing Electronic Protected Health Information, including but not limited to 45 C.F.R. §§ 164.308 (Administrative safeguards), 164.310 (Physical safeguards), 164.312 (Technical safeguards), and 164.316 (Policies and procedures and documentation requirements) of the Security Regulations. (f) Notify the Company without unreasonable delay in writing of the occurrence of a breach, as that term is defined at 45 C.F.R. § 164.402, of which Business Associate becomes aware. Business Associate shall also promptly provide Company such other information required to be provided to individuals under 45 C.F.R. § 164.404(c) as it becomes available after such breach. 17. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida without regard to the principles of conflicts of laws of said state. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 96 36 IN WITNESS WHEREOF, the parties herein have caused this Business AssociateA. be executed by their duly authorized representatives as of the date first written above. ova. PLAN: Indian River County Board of County F9u' c Com ners' Health Plan By Peter D. O' Bryan tR Co 11 Its: rha i rman COMPANY: Indian River County Board of County Comn�er � By Peter D. O'Bryan Its: Cha i rman BCC Approved: January 23, 2018 BUSINESS ASSOCIATE: Aels, Inc. By Its: Director of Compliance and Legal Affairs ATTEST: Jeffrey R. Smith, Clerk APPROVED AS TO FORA of Court d Comptroller AND LEGAL SUFFICIcNUY BY: pu y Clerk Sy ULO �YL:ti�i t=lF:i�vt3 COUNTY ATTORNEY NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFI TS 97 37 Dylan Reingold, County Attorney William K. DeBraal, Deputy County Attorney Susan J. Prado, Assistant County Attorney 10A Public Hearing: 04.12.2022 Ofce of INDIAN RIVER COUNTY MEMORANDUM TO: Board of County Commissioners FROM: Susan Prado, Assistant County Attorney DATE: April 5, 2022 ATTORNEY SUBJECT: Public Hearing for Amendment to Section 312.11 (Performance Security) of Chapter 312 (Rights -of -Way) of the Indian River Code of Ordinances. On March 15, 2022, the Indian River County Board of County Commissioners ("Board") heard a proposal from Staff concerning a proposed change to Section 312.11 (Performance Security) of Chapter 312 (Rights -of -Way) of the Indian River Code of Ordinances (the "Code"). The proposed change would allow for the use of letters of credit as security for work in the County right-of-way. By a vote of 5 - 0, the Board directed staff to advertise and schedule a public hearing on the proposed draft ordinance. The County Attorney's Office has advertised the public hearing. The County Attorney's Office recommends that the Board, after conducting the public hearing and taking any public input, approve the draft ordinance. FUNDING. The only impact to County funds for this item is the cost of $126.54 to advertise for the public hearing and is being paid from Account No. 00110214-034910 (General Fund/County Attorney/Legal Ads). RECOMMENDATION. The County Attorney's Office recommends that the Board, after conducting the public hearing and taking any public input, approve the draft ordinance. ATTACHMENT. Attachment: Proposed Ordinance Amendment Copies to: Rich Szpyrka, Public Works Director 98 ORDINANCE NO. 2022 - AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AMENDING SECTION 312.11 (PERFORMANCE SECURITY) OF CHAPTER 312 (RIGHTS-OF-WAY) OF THE CODE OF INDIAN RIVER COUNTY, TO MODIFY THE TYPES OF ALLOWABLE PERFORMANCE SECURITY; PROVIDING FOR CODIFICATION, CONFLICT, SEVERABILITY, AND AN EFFECTIVE DATE. WHEREAS, the Indian River County Board of County Commissioners adopted Chapter 312 of the Code of Ordinances of Indian River County on October 15, 1991, establishing the Indian River County Rights -Of -Way; and WHEREAS, as part of the requirements for work to be completed in the County Rights -Of -Way, performance security is needed; and WHEREAS, Chapter Section 312.11 allows for cash or security bond to be used as security for work in the County's rights-of-way; and WHEREAS, including Letters of Credit as a secondary form of security would be beneficial, as it is a much easier form of security for the County to handle should the need arise, NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA THAT: Section 1. Enactment Authority. Article VIII, Section 1 of the Florida Constitution and chapter 125, Florida Statutes vest broad home rule powers in counties to enact ordinances, not inconsistent with general or special law, for the purpose of protecting the public health, safety and welfare of the residents of the county. The Indian River County Board of County Commissioners specifically determines that the enactment of this ordinance is necessary to protect the health, safety and welfare of the residents of Indian River County. Section 2. Amendment of Section 312.11 (Performance Security) of Chapter 312 (Rights -Of -Way) of the Code of Indian River County Florida. New language indicated by underline, and deleted language indicated by strikethrough. Section 312.11 (Performance Security) of Chapter 312 (Rights -Of -Way) of the Code of Indian River County, Florida is hereby amended to read as follows: WE ORDINANCE NO. 2022 - CHAPTER 312. — RIGHTS-OF-WAY Section. 312.11. — Performance Security. (A) Security bond shall be posted to secure completion of all construction or installation commenced, pursuant to a permit under this chapter, except for construction of driveways not requiring a roadway modification, for utility placement by utility companies having a valid franchise to operate in Indian River County, for drainage structures serving single family residences located in ditches parallel to the roadway, and pedestrian bike path facilities. Security bond shall be posted in the amount of one hundred fifteen (115) percent of the estimated costs of the proposed improvements in the right-of-way. The estimate shall be prepared by an engineer registered in the State of Florida to practice professional engineering. Upon completion and approval by the public works director of all required improvements, ninety (90) percent of the posted security will be released by the public works director. A ten (10) percent warranty security will be held for an additional twelve (12) months, following which time, if all improvements are free of defects due to faulty field engineering, workmanship, or materials, this ten (10) percent security will be released by the public works director. (B) In lieu of the above security, the permittee may provide a letter of credit, in a form deemed legally sufficient by the county attorney's office, or cash posted in an escrow account in the amount of one hundred fifteen (115) percent of the estimated cost of the improvements in the right-of-way. Partial release may be authorized (up to ninety (90) percent of the posted security) as work is approved. The remaining ten (10) percent will be held for an additional twelve (12) months, following such time, if all improvements are free of defects due to faulty field engineering, workmanship or materials, this ten (10) percent of the security will be released by the county public works director. Section 3. Codification. It is the intention of the Board of County Commissioners that the provision of this ordinance shall become and be made part of the Indian River County Code, and that the sections of this ordinance may be renumbered or re -lettered and the word ordinance may be changed to section, article or such other appropriate word or phrase in order to accomplish such intention. Section 4. Severability. If any part of this ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction, the remainder of this ordinance shall not be affected by such holding and shall remain in full force and effect. Section 5. Conflict. All ordinances or parts of ordinances in conflict herewith are hereby repealed. 100 ORDINANCE NO. 2022 - Section 6. Effective Date. This ordinance shall become effective upon adoption by the Board of County Commissioners and filing with the Department of State. This ordinance was advertised in the Indian River Press Journal on the 1st day of April, 2022, for a public hearing to be held on the 12th day of April 2022, at which time it was moved for adoption by Commissioner , seconded by Commissioner , and adopted by the following vote: Chairman Peter D. O'Bryan Vice -Chairman Joseph Earman Commissioner Joseph E. Flescher Commissioner Susan Adams Commissioner Laura Moss The Chairman thereupon declared the ordinance duly passed and adopted this day of April, 2022. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA Peter D. O'Bryan, Chairman ATTEST: Jeffrey R. Smith, Clerk and Comptroller Deputy Clerk EFFECTIVE DATE: This Ordinance was filed with the Department of State on the day of 2022. 101 Treasure Coast Newspapers PARTOFTHE USATODAY NETWORK Indian River Press Journal 1801 U.S. 1, Vero Beach, FL 32960 AFFIDAVIT OF PUBLICATION INDIAN RIVER COUNTY ATTORNEYS OFFIC 1801 27TH ST VERO BEACH, FL 32960-3388 STATE OF WISCONSIN COUNTY OF BROWN Before the undersigned authority personalty appeared, said legal clerk, who on oath says that he/she is a legal clerk of the Indian River Press Journal, a daily newspaper published at Vero Beach In Indian River County, Florida: that the attached copy of advertisement was published in the Indian River Press Journal in the following issues below. Affiant further says that the said Indian River Press Journal is a newspaper published in Vero Beach in said Indian River County, Florida, and that said newspaper has heretofore been continuously published in said Indian River County, Florida, daily and distributed in Indian River County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid or promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. The Indian River Press Journal has been entered as Periodical Matter at the Post Offices in Vero Beach, Indian River County, Florida and has been for a period of one year next preceding the first publication of the attached copy of advertisement. Issue(s) dated before where the dates are noted or by publication on the newspaper's website, if authorized, on: 04101/2022 Subscrib/djand swom to be/6re on April 1, 2022: Notary7ptatq of, Cij`GnTy of Brown My corrirridsion expires AMY KOKOTT Notary Public State of Wisconsin Publication Cost: $126.54 Ad No: 0005188938 Customer No: 1310775 PO #: Cust#1310775 Performance Security # of Affiidavits1 NOTICE OF INTENT - PUBLIC HEARING NOTICE 15 HEREBY GIVEN that the Board of County Commis- sioners of Indian River County, Florida, will conduct a Public Hearing to consider adoption of a proposed ordinance enti- tled: AN ORDINANCE OF THE BOARD OF COUNTY COMMIS- SIONERS OF INDIAN RIVER COUNTY, FLORIDA AMEND- ING SECTION 312.11 (PER- FORMANCE SECURITY) OF CHAPTER 312 (RIGHTS-OF- -WAY) RIGHTS-OF-WAY) OF THE CODE OF INDIAN RIVER COUNTY, TO MODIFY THE TYPES OF AL- LOWABLE PERFORMANCE SE- CURITY; PROVIDING FOR CO- DIFICATION, CONFLICT, SEVERABILITY, AND AN EF- FECTIVE DATE. The Public Hearing will be held on Tuesday, April 12, 2022 at 9:05 a.m., or as soon thereafter as the matter may be heard, in the County Com- mission Chambers located on the first floor of Building A of the County Administrative Complex, 1801 27th Street, Vero Beath, Florida 32960, at which time interested parties may be heard with respect to the proposed ordinance. The proposed ordinance may be inspected by the public during regular business hours (8:3G a.m. to 5:00 p.m., Mon- day through Friday) at the Of- fice of the Clerk to the Board of County Commissioners lo- cated on the second floor of Building A of the County Ad- ministrative Complex, 1801 27th Street, Vero Beach, Flori- da; or alternatively, the pro- posed ordinance may be in- spected at Www.ircgov.com. Anyone who may wish to ap- peal any decision which may be made at this meeting will need to ensure that a verba- tim record of the proceedings is made, which includes testi- mony and evidence upon which the appeal is based. Anyone who needs a special accommodation for this meet- ing must contact the County's Americans With Disabilities Act (ADA) Coordinator at 772- 226-1223 at least 48 hours in advance of the meeting. INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS PETER D. O'BRYAN, CHAIRMAN Pub: April 01, 2022 TCN5188938 I 0/ — I 1J'A r INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Jason E. Brown; County Administrator THROUGH: Phillip J. Matson, AICP Community Development Director FROM: Andrew Sobczak Assistant Community Development Director DATE: April 4, 2022 SUBJECT: Redevelopment of Gifford Gardens (RFP 2021014) It is requested that the following information be given formal consideration by the Board of County Commissioners (BCC) at its regular meeting of April 12, 2022. DESCRIPTION AND CONDITIONS On July'' 13, 2021, the Board of County Commissioners considered a presentation by staff concerning the redevelopment of the Gifford Gardens property located at 4730 40th Avenue. At the meeting, the BCC also approved a Request for Proposals (RFP 2021014) to advertise the project for contractors/developers to bid on redevelopment of the site with affordable housing. Since the property is County -owned, the land is being provided at no cost to incentivize redevelopment. In addition, impact fee credits and water and sewer capacity Equivalent Residential Unit (ERU) credits are available to cover impact fee and water/sewer capacity charges, and up to $350,000 of additional funds is available through the County from the American Rescue Plan (ARP) act for design, engineering, and related development costs. Although significant incentives were offered in support of the project, only one proposal was received (from East to West Development Corporation, a non-profit housing provider) by the September 21, 2021 deadline. Under the RFP, many factors are considered in determining a successful proposal, one of the most important factors is the financial feasibility of the project. While the proposal submitted met the baseline requirements for the project, the average cost per home was just below the 2021 HOME and Housing Trust Fund Homeownership Sales Price Limit for a 3 -bedroom home, indicating that it is at the limit of affordability for the target audience, households that earn between 80% and 120% of the Area Median Income (AMI). Eos Following research and review of the proposal, and meetings with East to West Development Corporation staff, alternatives such as lessening the quality of finishes, and/or substituting less expensive building materials were discussed that could marginally reduce the price for each single-family home. Unfortunately, due to the recent dramatic price increases in building materials, and shortages of materials, it is difficult to quantify future costs savings that could result from these changes. Ultimately, the selection committee determined it would not recommend award to the sole proposer, as it is not in the public interest. The RFP gives the Board "the right to accept or reject any and all proposals in whole or in part and to waive any technicality or irregularity." The RFP also provides that "the County may, solely at its own option, seek additional Submittals with this or a similar Submittal in the event the County, solely at its own option, determines that the quantity and/or quality of Submittals received is insufficient to meet the County's needs and/or that award of a contract arising from this RFP would not be in the public interest." On February 23, 2022, the Affordable Housing Advisory Committee (AHAC) met and considered the proposal received for the Gifford Gardens project. At the meeting, Committee members voiced concerns regarding the price of the houses being too high, and ultimately did not support the project for that reason. Since there is still a desire among the Committee members for redevelopment of the Gifford Gardens site with affordable housing, a workshop is scheduled for April 27, 2022, to identify more viable alternatives for affordable housing. At the workshop, the price points, aesthetics, equity building potential, and community building potential for options including townhomes, condominiums, apartments, and different types of single-family homes will be discussed. Following the workshop, it is anticipated that a new RFP will be developed based on the findings. RECOMMENDATION In the interest of providing a redevelopment project for the Gifford Gardens property that offers housing within the financial reach of the community members which it intends to serve, and in line with the recommendations of the selection committee and the AHAC, staff recommends that the Board of County Commissioners reject the proposal from East to West Development Corporation for the redevelopment of the Gifford Gardens site with single-family homes. Following the April 27, 2022 AHAC workshop, staff will return to the BCC with a summary of the workshop and a new RFP, as appropriate. ATTACHMENTS 1. East to West Development Corporation Gifford Gardens Site Proposal 2 F 03 EAST TO WEST DEVELOPMENT CORPORATION STUART & SHELBY DEVELOPMENT, Inc. Indian River County Purchasing Division IN, ,, Z! URID Request for Proposal No. 2021014 Single Family Housing Development in Gifford Proposal Date: Tuesday, September 21, 2021 2:00 P.M. ORIGINAL 104 RFP 2021014 Single Family Housing Development in Gifford PROPOSER INFORMATION Communications concerning this proposal shall be addressed to: The following addenda are hereby acknowledged: Addendum Number Date I 8-k3-{ Page 14 of 24 105 ` P,!R- W-9 Attached ILS : 1..v. ... r. AddressWN accWa _lt� The following addenda are hereby acknowledged: Addendum Number Date I 8-k3-{ Page 14 of 24 105 Table of Contents SECTION 1 - COMPANY NAME AND INFORMATION...........................................................................................4 .................................................................................................................................................................................. 4 PROPOSER'S PRINCIPALS, PARTNERS AND OFFICERS...........................................................................................4 SECTION 2 - COMPANY OVERVIEW (HISTORY AND RELATED EXPERIENCE).......................................................8 SECTION 3 - BUILDING AND PLANNING DIVISION CONTACTS............................................................................9 SECTION 4 - TEAM MEMBER QUALIFICATIONS..................................................................................................10 SECTION 5 - PROPOSED DEVELOPMENT BUDGET..............................................................................................16 SECTION 6 - PROPOSED ALL-INCLUSIVE SALES PRICES OF HOMES...................................................................17 SECTION7 - SITE PLAN.......................................................................................................................................18 SECTION 8 - ARCHITECTURAL RENDERINGS...................................................................................................... 20 SECTION 9 - PLANNED HOME BUILDERS............................................................................................................26 SECTION10 - MARKETING PLAN.......................................................................................................................30 SECTION 11 - PROPOSED FUNDING SOURCES...................................................................................................31 SECTION12 - PROJECT TIMELINE....................................................................................................................... 32 SECTION 13 - CONSTRUCTION SCHEDULE..........................................................................................................33 SECTION 14 - SAMPLES FROM COMPLETED PROJECTS...................................................................................... 35 SECTION 15 - SWORN STATEMENT ON DISCLOSURE OF RELATIONSHIPS.........................................................38 SECTION 16 - CERTIFICATION REGARDING PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES........................................................................................................................................................40 SECTION 17- PROPOSAL FOR RESALE DURING AFFORDABILITY PERIOD..........................................................41 106 Section 1 — Company Name and Information Company Names & Addresses: East to West Development Corporation: Non -Profit Developer— 501 (c) (3) Address: 700 US One, Suite C North Palm Beach, FL 33408 Contact Name: Daniel A. Rosemond, CEO Phone Number: (305) 588-2638 Email: daniel@etwdc.org Authorization to negotiate and enter into Developer's Agreement: Yes DUNS Unique Entity ID: 117015142 Stuart & Shelby Development, Inc: General Contractor- Privately Held Stuart & Shelby Development, Inc. 217 N.E. 4th Street Delray Beach, FL 33444 Proposer's Principals, Partners and Officers East to West Development Corporation: #- Daniel Rosemond, CEO/Founder # Corey O' Gorman, Director of Development 4- Board of Directors: Jose Cintron, Board Chair 6621 Main Street Apt. #2403 Miami Lakes, FL 33014 Laurin Yoder, Board Member 7813 Poplar Place Murrayville, GA 30564 Monique King-Vehland, Board Member 12601 Pentenville Road Silver Springs, MD 20904 Stuart & Shelby Development, Inc: �- Chuck Halberg, President James (Danny) Santivasci, Board Member 6 Fitzgerald Court Decatur, GA 30030 Carl Garraffo, Board Member 108 Jackson Street Garden City, NY 11530 107 State of Florida Department of State I certify from the records of this ol"ficc that EAST TO WEST DEVELOPMENI CORPORATION is a corporation organiicd under the laws of the State of Florida, Filed on November 5, 2019. cff#--ctivc November 5, 2019. '11P.- document number of this corporation is N19000011658. I further certify that said corporation has paid all fccs duc this office through December 31, 2020, that its most rLcent annual report/uniform business mWrt was filed on October 9. 2020, and that its status is active. I further certify that said corporation has not filed Articles of Dissolutiom Given mnder nn- hand and the Great Seal of the Stale of Fhwida at Tallahassee. the Capital. this the Twelfth day of (Mober. 20.10 Secretafy of State I'a SWOW", irate this cerfitkett,%Wt the fisila%i" okerater Ih6 O"Mtoer. *ad Mee 641om the lintrurt"s ditpi"ed. %of 108 INTERNAL REW.M111F SERVICE P. 0- BOX 2508 CINCINNATI. ON 45201 Date- NOV 09 2018 EAST TO WEST DEMOMENT CORPORATION 24979 CONSTITUTIN AVE STE 711 STEVENSON RANCH. CA 91381 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 83-1236408 OLN: 17053263307028 Contact Person: SIRIJUN KAY1 10* 31419 Contact Telephone Number; (877) 829 5500 Accounting Period Ending-, December 31 Public Charity Status; 170(b)(1)(A)(vi) Form 9901994-U1990•N Required: Yes Effective Date of Exemption: July 27, 2018 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we Caterminiad you're exempt from federal Income to) under Internal Revenue Code (IRC) Section 501(c)(3), Donor: can deduct Contributions they make to you under IRC Section 170. youro also *41iiii9d to receive tax deductible bequests, doviaos. transfers, or gifts under Section 2066. 2106, or 2522, this letter could help resolve questions on your exempt status. Pleats keep It for your records. Organisations exempt under IRC Section 601(0)(3) are further classified as either Public Charities or private foundations. We determined you're a public chality under the IRC Section listed at the top of this letter. If we indicated tit the TOP Of this 16ttOr that you'ru raqutrea to file Form 9901990-EZ1990-11. our records show you're required to file an annual information return (Form 090 or rate 9J0 -EZ) or electronic notice (Form 990-N, the e -Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum appll ". the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt Of`93MZOtiOn, go to www.Irs.gov/ch3rities. Enter *4221 -PC* in the search bar to view Publication 4221 -PC, Compliance Guide for 501(c)(3) Public Charities, which dc*cri4" your tocurdkeoping, reporting, and discloziure requirtiment%. Lotter 047 109 Ron DeSantis, Governor STATE OF FLORIDA Halsey Beshears, Secretary EPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CONSTRUCTION INDUSTRY LICENSING BOARD THE GENERAL CONTRACTOR HEREIN IS CERTIFIED UNDER THE PROVISIONS OF CHAPTER 489 -FLORIDA STATUTES HALBERG, CHARLES GORDON STUART & SHELBY DEVELOPMENT INC 217 NE 4TH ST DELRAY BEACH,' L 33444 LICENSE NUMBER: CGC35842 EXPIRATION DATE: AUGUST 31, 2022 Always verify licenses online at MyFloridaLicense.com Do not alter this document in any form. This is your license. It is unlawful for anyone other than the licensee to use this document. bapr 110 Section 2 — Company Overview (History and Related Experience) This Proposal is submitted by the Development Team of East to West Development Corporation and Stuart & Shelby Development, Inc. East to West Development Corporation (ETWDC) will function as the Developer and project lead; Stuart & Shelby Development Inc. will be the General Contractor. About the team ETWDC is a registered 501 (c) (3) entity whose mission is to provide affordable (and workforce) housing in the most challenging markets. The leadership of our organization possesses nearly 150 years of combined experience in the areas of affordable housing, community and economic development, planning, residential construction, and banking. The Founder and CEO of ETWDC is a former City Manager and Redevelopment Agency executive possessing direct involvement in the development of over 10,000 affordable housing units. Our team's experience as local government practitioners lend assurance to its ability to understand the project scope and execute the required tasks effectively. ETWDC was founded in 2018 with a focused purpose to address the affordable housing crisis. The organization currently operates in California and Florida. In Florida, this development team is currently developing 15 new single family residential units in the Ft. Pierce Redevelopment Area. This team was also the top ranked Developer for a single family in -fill project in the Port Salerno Redevelopment Area in Martin County. In California, ETWDC is developing a 72 -unit permanent supportive housing project serving transition aged youth (TAY) in Los Angeles County. The development team's qualifications for this project are further leveraged by its collaboration with Stuart & Shelby Development, Inc., a licensed General Contractor. Stuart & Shelby has been providing the highest quality residential construction since 2006 and is a leader in the development of affordable and workforce housing. Like ETWDC, Stuart & Shelby Development's team of professionals has over 100 years of industry experience. The principals of ETWDC and Stuart & Shelby have worked together successfully in the past and continue to cultivate an effective working relationship. Ill Section 3 — Building and Planning Division Contacts Below are contacts in Building and Planning Divisions where one or more members of our Development Team have had past interactions: Village of Palm Springs: • Iramis Cabrera, PZB Director, 561-965-4016 • Wayne Cameron, Building Official, 561-584-8200, ext 8460 (Both should know Stuart & Shelby and Corey O'Gorman) City of Delray Beach: • Steve Tobias, Building Official, 561-243-7207 • Dave Herbert, Structural Reviewer, 561-243-6206 • Michael Vinci, Planner, 561-243-7045 (These are all Stuart & Shelby references, and they should all know Chuck Halberg) City of Lake Worth Beach: • William Waters, Director of Sustainability, 561-586-1647 • Peter Ringle, Building Official, 561-586-1647 • Erin Sita, Assistant Director of Sustainability, 561-586-1647 (William Waters and Peter Ringle should know Chuck Halberg and Stuart & Shelby, and all three should know Corey O'Gorman) Palm Beach County: • Doug Wise, Building Official, 561-233-5101 (Doug Wise should know Chuck Halberg and Stuart & Shelby, and may know Corey O'Gorman as a member of the PBC Commission on Affordable Housing) 112 Section 4 — Team Member Qualifications DANIEL A. ROSEMOND CEOIFOINDER EAST TO WEST DEVELOPMENT CORPORATION EDUCATIO` Diaster of Science St. Thomas University Public Administration Graduate Certificate St. Thomas University HR Dianagement DISCIPLLN-E EXPERIENCE Affordable & Workforce Housing Administration: 15 Years Community & Economic Development: 15 Years Budgeting. Finance, and Grants Administration: 20 Years Public Administration: 30 Years NOTABLE ACCONiPLISHNM TS & RELEVANT PROJECTS ✓ Administrative level involvement of funding and oversight of more than 70 affordable housing projects yielding approximately 10,000 units of housing ✓ Championed the establishment of new HUD entitlement city, cultivating 10 -fold annual funding increase and achieved national recognition from HUD Secretary Shawn Donovan ✓ Assumed oversight of an underperforming Redevelopment Agency, and successfully resolved issues stemming from OIG audit ✓ Budget preparation and oversight experience well north of S120M ArlSquare, Hallandale Beach (private development) A mixed-use development consisting of 10.264 square feet of retail commercial use: 358 residential units, and a 2 -story parking garage. Cost: $80M Role: Negotiated (and administered) Development Agreement on behalf of City/CRA to garner redevelopment of 3 city blocks as part of this project. Diplomat, Hallandale Beach (private development) DLixed use development providing 938 hotel/condos, new clubhouse, and 30.000 restaurant and retail space on existing golf course. Cost: $650 M Role: Negotiated (and executed) Development Agreement on behalf of City. generating $6.5M in monetary contributions and in-kind services by Developer. Neighborhood Stabili,ation Program (NSP), Cih? of Miami Gardens Established by Congress, the objective of the NSP was to stabilise communities impacted by foreclosures through the purchase and redevelopment of these residential properties. Cost: S6.SDi 113 Role: Project lead; achieved national recognition from HUD Secretary for being first city in the country to successfully complete the acquisition, rehab, and resale of foreclosed property to income eligible family. Ward Towers, Miami Dade Affordable Housing Corporation 100 -unit State of the Art Assisted Living Facility. Project involved a capital stack consisting of Surtax, LIHTC, Bonds, and HOPE VI. Cost: $17M Role: Board Director, project development oversight, DA negotiation and funding coordination. EMPLOYMENT HISTORY • City Manager/CRA Executive Director City of Hallandale Beach 2016 • Deputy City Manager/CRA Director City of Hallandale Beach 2013-2015 • Assistant City Manager City of Miami Gardens 2009-2013 • Community Development Director City of Miami Gardens 2006-2013 • Assistant Director, Community Dev. City of Miami 2003-2006 OTHER CREDENTIALS Florida Redevelopment Association Certified Redevelopment Administrator 2015 ICMA Credentialed Manager 2015 Miami Dade Housing Finance Authority Board Member 2004-2014 114 n REDEVELOPMENT ACADEMY Daniel A. Rosemond Is hereby designated a FRA -Redevelopment Administrator By successfully completing the course requirements as set forth by the Florida Redevelopment Association - ) L / U--- J - President October 2015 115 COREY W. O' GORMAN,, AICP 700 US -1, Ste C, North Palm Beach, FL 33408 (561) 863-2722 ❑corey@placepnd.com Education Rollins College Bachelor of Arts, Environmental Studies 1983 American Institute of Certified Planners (AICP) Certification - 1991 Affiliations Palm Beach County Commission on Affordable Housing, July 2018 to present Planning Commission, Village of North Palm Beach, 2012 to 2016 Florida Planning Association member, current Florida Housing Coalition member, current Florida Redevelopment Association member, current Florida Trust for Historic Preservation member, current PB County League of Cities associate member, current North Palm Beach County Chamber of Commerce member, current WORK EXPERIENCE & QUALIFICATIONS PLACE Planning & Design, Inc. North Palm Beach, Florida President 2006 -present Responsible for all aspects of company activities including client relations, business development, contracting and invoicing, and completing all company projects which include: ❑ Due diligence feasibilities studies to evaluate development potential, how to proceed with the development process, and/or for possible investment. ❑ Applications for various governmental approvals for site plan, zoning, permitting, etc., on a wide range of projects including residential, commercial, industrial and institutional. ❑ Direct and oversee the design, permitting and construction for various projects as the Owners' Representative Project Management, serve as owners point of contact. ❑ Provide zoning consulting services and code amendment services to public and private agencies and companies. ❑ Community Redevelopment Agency (CRA) consulting including preparation of findings of necessity, redevelopment planning and project implementation. Toll Brothers, Inc. Project Manager Jupiter, Florida 2005-2006 Responsible for the management and coordination of various design and regulatory activities related to the development of a large residential community in Jupiter, Florida, including all necessary on-site and off-site infrastructure and lots for construction of homes. Project included single-family homes townhomes, golf course and clubhouse. 116 Collins Development Company, Inc. Palm Beach Gardens, Florida Project Manager 1999-2004 Direct and oversee the design, permitting and construction for various projects as the owners' representative, serve as owners point of contact for company projects. Gainesville Community Redevelopment Agency (CRA) Gainesville, Florida CRA Manager 1996-1999 Responsible for all day-to-day operations of the CRA, prepare CRA plans, prepare projects and programs with advisory boards and CRA Board, implement projects and programs. The Urban Group, Inc. Fort Lauderdale, Florida Director of Housing and Community Development 1993-1996 Responsible for housing consulting services focused on non-profit developers of HUD Section 202 Housing and similar affordable housing projects. Lee County Community Development Dept and CRA Fort Myers, Florida Senior Planner 1989-1993 Supervision of inspections personnel for development services division; preparation of zoning staff reports and presentation to hearing examiner in zoning division; Senior Planner liaison to six redevelopment districts and advisory boards responsible for redevelopment planning and project implementation. Allen Engineering Cocoa Beach, Florida Permit Coordinator 1988-1989 Responsible for preparation, submittal and processing of engineering permit application to various agencies on company projects. City of Titusville Titusville, Florida Planner, Senior Planner, Development Coordinator 1984-1988 Responsible for preparation of staff reports, presentation to city boards and commissions, coordination with other city department for review of development applications. Professional and Technical Skills Feasibility analysis and due diligence; land development interpretation and amendment; project scheduling and budgeting; development team selection; project financing (grants and loans); contracting management; public approvals; and project management. Experience working with and for private and public sector clients and non-profit agencies gives unique perspective and broad understanding of land development and construction issues. Experienced with Microsoft Word, Excel, PowerPoint, Microsoft Project, Acrobat, Photoshop. 117 Stuart & Shelby Development, Inc: General Contractor 217 N.E. 4 Streetp Delray Beach, FL 33444 The Stuart & Shelby Team has over 100 years of combined experience in residential construction, affordable housing development, planning and community redevelopment. Our team is also well versed in understanding and navigating the nuances of working with government entities in achieving redevelopment projects. • Resumes of Key Personnel Chuck Halberg, President • Florida Licensed General Contractor since 1986 • In the construction industry since 1975 including South Florida since 1980 • Construction Management/ Executive since 1980 for three top 200 National Builders • Has overseen the construction of over 2500 residential single-family units, 2500 apartments, and 800,000 SF of commercial space since 1975 • Personal strengths in business relations, product development, budget management quality control, customer satisfaction • Delray Beach Business of the Year 2013-2014 • Delray Beach Businessperson of the Year 2010-2011 • Ken Ellingsworth Community Service Award 2008, 2011, 2013, • Community Service Commendation Delray Beach Police 2006 • Special Recognition Award City of Delray Beach 2006 Dave Dedman, Director of Construction • In the construction industry in Florida since 1986 • Managed construction departments for organizations with annual construction budgets in excess of $20,000,000 including two major Florida developers • Bachelor of Science in Construction Management • Personal strengths in budget management, value engineering, product development, quality control 118 Section 5 — Proposed Development Budget Land Costs Due Diligence (PH -1, Geo, Survey) 15,000 Acquisition Cost - Closing Costs 3,500 Contingency - Subtotal Design Architectural 90,000 Engineering 45,000 Survey/Plat preparation 30,000 Landscape Design 30,000 Traffic Study 7,500 Land Planning 25,000 Project Management 50,000 Contingency 20,000 Subtotal Infrastructure General Conditions Sitework Storm drainage Sewer Water Roadway Contingency Homebuilding Heron Arrowhead Pelican Contingency Total Construction Development Costs Legal County Impact Fees W/S Capacity Fee City Plan Review fees (homebuilding) City Permit Fees (homebuilding) Title Updates During Construction Marketing/buyer program Homeowner Warranty Taxes During Construction Construction Interest Contingency Subtotal Development Costs Total Development Costs 85,000 120,000 60,000 90,000 75,000 220,000 65,000 Quantity 6 1,757,280 5 1,286,600 6 1,508,640 17 $ 18,500 $ 297,500 715,000 $ 4,552,520 Includes creation of 65,000 HOA 136,576 5,000 250,000 8,500 2,500 $ 467,576 $ 6,051,096 119 Section 6 - Proposed all-inclusive Sales Prices of Homes The ETWDC, Stuart & Shelby Development Team understands that home sales prices for the units to be developed under this project are to include a proportional mix of buyers (80% AMI -120% AMI). Consequently, the purchase price limit for the residential units will be consistent with the most current HOME and Housing Trust Fund Homeownership Purchase Price Limits for Indian River County (see attached schedule). For 2021, the purchase price limit for a 3 -unit (3 Bedroom) property is $377,000. Individual purchase prices, however, will depend on the model and selected by the buyer. But it should be understood that none of the proposed units will be sold above the allowable published limits. HOME and Housing Trust Fund Homeownership Sales Price Limits - FY 2021 (Data through June 2020; New limits effective lune 1.2021) New Homes HOME/HTF Purchase Price Limit State Mame Metropolitan/FMItArea Name 1 -Unit 2 -unit 3 -unit 4 -unit FL Alachua County Gainesville, FL MSA 5243,000 5311,000 $377,000 $467,000 FL Baker County Baker County, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL Bay Cmnty Panama City -Lynn Haven -Panama City Beach, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL Bradford County gradford County, FL $243,000 $311,000 $377,000 $467,000 FL Brevard County Palm Bay -Melbourne -Titusville, FL MSA $243,000 $311000 $377,000 $467,000 FL Broward County Fort Lauderdale, FL HUD Metro FMR Area $324,000 $415,000 $503,000 $623,000 FL Calhoun County Calhoun County, FL $243,000 $311,000 $377,000 $467,000 FL Charlotte County Punta Gorda, FL MSA $243,000 $311,000 $377,000 $467,000 FL Citrus County Homosassa Springs, FL MSA $243,000 $311,000 $377,000 $467,000 FL Clay County Jacksonville, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL CoNier County Naples-immokalee-Marco Island, FL MSA $296,000 $379,000 $459,000 $569,000 FL Columbia County Columbia County, FL $243,000 $311,000 $377,000 $467,000 Ft I DeSoto County DeSoto Courrty,FL 5243,000 $311,000 $377,000 $467,000 FL Dude County Dixie County, FL $243,000 $311,000 $377,000 $467,000 FL Duval County Jacksonville, FL HUD Metro FMR Area $243,000 $311000 $377,000 $467,000 FL Escambia County Pensacola Pass -Brent, FL MSA $243,000 $311,000 $377,000 $467,ODO FL Flagler County Palm Coast, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL Franklin County Franklin County, FL $243,000 $311,000 $377,000 $467,000 FL Gadsden County Tallahassee, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL Gilchrist County Gainesville, FL MSA $243,000 $311000 $377,000 $467,000 FL JGIadesCounty Glades County, FL $243,000 $311,000 $377,000 $467,000 FL Gulf County Gulf County, FL HUD Metro FMR Area $243,000 $311,000 $377,000 $467,000 FL Hamilton County Hamilton County, FL $243,000 $311,000 $377,000 $467,000 FL Hardee County Hardee County, FL $243,000 $311,000 $377,000 $467,000 FL HendryCounty HendryCounty, FL $243,000 $311,0DO1 $377,000 $467,000 FL Hernando County Tampa -St. Petersburg -Clearwater, FL MSA $243,000 $311,000 $377,000 $467,000 FL Highlands County Sebring, FL MSA $243,000 $311,000 $377,000 $467,000 FL Hillstwrou Tampa -St. Petersburg -Clearwater, FL MSA $243,000 $311,000 $377,000 $467,000 FL Holmes County Holmes County, FL $243,000 $311,000 $377,000 $467,000 FL inia ASebastian-Vero Beach, FL MSA $243,000 $311,000 <37i,z',�"a� $467,000 FL Jackson Cuwrty 1lackson County, FL $243,000 5311,000 $377,000 $467,000 FE Jefferson Coke Tallahassee, FL HUD Metro FMR Area $243,000 $311,000 $377,000 5467,000 FL Lafayette County Lafayette County, FL $243,DDOI $311,OWI $377,000 $467,000 120 Section 7 — Site Plan The proposed site plan (shown below) for the former Gifford Gardens site illustrates a new single-family subdivision with a total of seventeen (17) lots each with frontage on a proposed public street designed to be dedicated to the County. The plan was prepared using the legal description in the deed which notes property dimensions of 210'x 630' for a total of 132,300 square feet and approximately 3.037 acres. Using this as a base, the street right-of-way is proposed to meet the minimum 50' width for a local roadway with closed drainage, curb and gutter as per Section 952.08 of the County Code. The lots were designed to meet the minimum requirements for a "small lot single-family subdivision" in Section 971.41(9). Although the County's Future Land Use Map allows up to 10 units per acre for this site, as does the RM -10 Zoning and the Small lot single-family subdivision, given the site constraints the proposed site plan at approximately 5 units per acre works very well. INDIAN RIVER COUNTY RFP i� 4P.O' 66'-0' 65101 65-0' 65'-0• 650• 65.0' 65'.0" LOT 15 LOT 13 LOT 11 LOT 9 LOT 7 LOT 5 LOT 3 LOT 1 LOT 14 WSW Maw WIN MMS! MEN MDrF WIN WIN 1r.AbdAMAd WIN WSW WIN Ks A ANA AEA K d AEA . AW BiLaw ABA MO+rF ,�.� MOM E AEA ANAAEA ILeBmu Bmwa Tic.A.—b.JA146dd T.BrAl6ad 1Sc.Ams6®YBU.M Tb.H—BHokl MOAN[ ANA ih.Ami UWBModd rk Bc—Al46wd i� In addition, in consideration of surrounding development type, intensity and density, the proposed lot layout and number and type of units is the most compatible with the existing 121 - LOT 17 LOT 16 LOT 14 LOT 12 LOT 10 LOT 8 LOT 6 LOT 4 LOT 2 PALOAN Room Ks A AEA ANA ANAAEA Gnaw ANA Rao= MFA MDM ABA MAN ANA MOAN[ ANA T46ef &:r B:Wdd P.PA—A 146th ".Bee.8146dd MPA—Blida T46e N U_Alkdd T46�14.A146+.11 the tii.m 016.11 rk Ni—A kl Jd Phe A—+,W A 146#1 }0'-1' TO' -d" 6S'-0' TO'•1' /0' d" 630'.0' In addition, in consideration of surrounding development type, intensity and density, the proposed lot layout and number and type of units is the most compatible with the existing 121 development. The subdivision to the south with thirty-seven (37) homes is developed at a gross density of 4.9 units per acre; the multi -family project to the north with one -hundred (100) units is developed at a density of 8.5 units per acre; and, the land to the west with forty-nine (49) homes and lots is developed at a density of 1.7 units per acre. The homes in the surrounding community are generally one-story ranch -style houses with some multi -family mixing one- and two-story units. The proposed single-family homes are consistent in scale and mass with a mix of one- and two-story units ranging from about 1,800 square feet to 2,000 square feet. Consequently, the proposed lot layout and design of homes is compatible with the existing community fabric, architecturally consistent with the neighborhood and compatible with the revitalization goals and objectives of the Gifford Neighborhood Plan. 122 r ^� ;,I GIFFORD GARDENS THE ARROWHEAD — A nunruun GIFFORD GARDENS THE ARROWHEAD - 8 The Arrowhead A Three Bedrooms, Two Baths, One Car Garage !LL ♦rv�ice- The Arrowhead B Three Bedrooms, Two Baths, One Car Garage ARFAL CALCULATIONS: A/C LIVING AREA: 1,480 SQ. Fr. GARAGE:. 276 SQ. FT- PORCH- 82 SQ. Fr_ TOTAL: 1,838 SQ. Fr. 124 GIFFORD GARDEN GIFFORD GARDENS THE PELICAN - 8 The Pelican A Three Bedrooms, Two Baths, One Car Garage V PORCH Wrcm i 1 3a$ X 94r �------ ----- ------ ----or ------� -- - -- * � AREA CALCULATIONS: 41.4STER 1. BA 11 CAFE trru— ENTRY: 184 SQ. Fr. r a: Wr c KITCHEN v o � BEDROOM X'4r X I1' -r osns ` d'3'-1 1 ATI 3-V x IV -S" ONE CAR r Ev GARAGE ® rs-ca c. GREAT ' AT -- --- ONE CAR r-rCM GARAGE BEDROOM ® ® 1 1 rsna ' -Mx Ir BEDROOM to -(r GREAT ' I r -o- x ta-0- ROOM � / BEDROOM tra'x tr-Ir r ---------z AREA. CALCULATIONS-- #2 A.,C LWING AREA: 1,3.1 SQ. FT. r1 i BEDROOM 268 SQ. FT. 1 ' ta-0^ x 11 * o- 184 SQ. FT. TOTAL: , ■ I i' -O' X lair i V PORCH Wrcm i 1 3a$ X 94r �------ ----- ------ ----or ------� -- - -- * � AREA CALCULATIONS: Ai C LrrM AREA: 1,344 SQ. FT. GARAGE: 268 SQ. FT. ENTRY: 184 SQ. Fr. TOTAL: 1.7% SQ. FT. The Pelican B � Three Bedrooms, Two Baths, One Car Garage STEK -- -- -- CAFE -- - -- * � BEDROOM :gaA� I�I7-CHEN ria• x 11-x- rr csG - X s -S' � w.Lc ` ATI ------ ONE CAR r Ev GARAGE ® rs-ca c. GREAT ROOM r-rCM r ---------- BEDROOM tr-o' x tr-4- 1 1 #2 ' -Mx Ir BEDROOM to -(r #3 ' I r -o- x ta-0- � PORCH exac i AREA. CALCULATIONS-- A.,C LWING AREA: 1,3.1 SQ. FT. GARAGE: 268 SQ. FT. ENTRY: 184 SQ. FT. TOTAL: 1,796 SQ. FT. 126 y� iv; s r f GIFFORD GARDENS THE HERON - A r GIFFORD GARDENS THE HERON - B The Heron A Three Bedrooms, 2 V2 Baths, One Car Garage CAFE KITCHEN 7%W x ta_r Z' -U* X liy-r iii GREAT I; ROOM------ 13, t' X'_0' -S1 ONE CAR GARAGE 4'4r x zr_r Vw- ---------- t I PORCH X -r -------- — -------- SECON,D FLOOR PLAN ARVAC4LM"TMS: FtRST FLOOR PLAN FIRST FLOOR PLAN FUtSF FLOW A/C AREA- -M SQ- FT. -M SQ- FT. SECOND FLOOR AC AREA Z" W Fr. SECOND FLOOR AC AREA TOTAL AC AVX -4: I*% W Fr - GARAGE 321 SQ- FT. lAi6SQ. FT. PORCH: IISSQ-FT. _ GARAGE: TOTAL 2A92 S4 Fr - The Heron B Three Bedrooms, 2 1 /2 Baths, One Car Garage GREAT ROOM vwcm I-V4"X2W4r CAFE KITCHEN 7*4r X IR -C ir4r x Mr ONE CAR GARAGE r ---------i Iiiiiiii1=11,1111PEEEE, I I I I i i PORCH SECOND FLOOR PLAN AIWA CALMAMNS: FIRST FLOOR PLAN FIRST FLOOR AC AREA: -M SQ- FT. SECOND FLOOR AC AREA 2" SQ. Fr - TOTAL AC LIVING AREA- lAi6SQ. FT. GARAGE: 321 SQ. FT- PORCIL 115SQ- FT. TOTAL- 2J942 SQ. M 128 Section 9 — Planned Home Builders As indicated in sections 1 & 2 of this proposal, the builder of the proposed single-family residential units will be Stuart & Shelby Development, Inc. Stuart & Shelby is a Florida licensed General Contractor with extensive experience in developing affordable and workforce housing units. As a Development Team, we believe that affordable/workforce housing should reflect quality construction and a provision of desirable amenities as compared to market rate residential development. We understand that residential units that are developed in this category must co -exist with other properties and property owners in neighborhoods and communities. To that end, we place an emphasis on the quality of the product being proposed and strive to ensure compatibility with the existing neighborhood characteristics while seeking to enhance or increase overall property values. Stuart & Shelby has obtained NGBS certifications on several past projects. The company is registered with Home Innovation Research Labs and is valid thru June 2024. The goal of this project will be to design the single-family residential housing units in a manner that will receive the highest level of Green Certification. Section 14 of this Proposal reflect a sample of the residential products produced by Stuart & Shelby Development, Inc. CPTED & Additional Housing Specifications This Development Team recognizes and supports Crime Prevention Through Environmental Design. Ideally (and if selected), our team would solicit input from the local police department as to the proposed site plan, unit design, and common area amenities. Based on the reasonableness and feasibility of any recommendations received, we may opt to modify the design. Notwithstanding, the following elements will be included as part of the overall design: • Ring doorbell camera with each unit (owner responsible for setting up monitoring account) • Chain link fence bordering each property • Streetlights (spaced appropriately) along the right-of-way corridor fronting each property • Subdivision sign (lit) at entrance of development (Gifford Gardens Residential Community) to communicate existence of an HOA In addition to CPTED elements, the following reflect standard amenities to be included with each constructed residential unit: 129 Attainable Housing Specifications Gifford Gardens (Effective 9-1-2021) Inspiring Architecture and Design Features Monolithic Slab and CBS exterior walls with bond beams (rake beams where needed) Prefabricated engineered wood truss system for roof with 19/32" plywood and for floors if two story home with 4" plywood ➢ GAF dimensional shingles in 6 colors ➢ 6" seamless gutters and downspouts on hip elevations ➢ Stucco light texture finish on exterior walls and overhangs and light texture on masonry walls in garage, lap siding look per elevation ➢ Decorative stucco bands per plan ➢ Designer exterior paint schemes per renderings ➢ Broom swept concrete driveway & city walk ➢ Hurricane impact rated single hung windows and sliding glass doors ➢ Hurricane impact rated metal embossed garage door with opener ➢ Hurricane impact rated fiberglass entry door with rot proof jamb ➢ Exterior hose connection (minimum two per home) ➢ Exterior GFI receptacle (minimum two per home) ➢ Coach light on one side of garage door ➢ Minimum 16 SEER air conditioning system with digital thermostat (Carrier or equal) ➢ Fully irrigated (off reclaimed water provided to each lot by the City) and landscaped site to code (large lot may incur additional cost) Connect to water & Sewer that is provided to each lot by the city Custom Interior 5/8" drywall on ceilings, 1/2" drywall on walls, dense shield in bathroom wet areas around tub and/ or shower. Knockdown drywall finish on ceilings and knockdown or orange peels finish on walls (except bathroom ceilings and walls are always orange peel) White flat paint on all ceilings & walls, white semi glass on all doors and trim. ➢ R20 foam insulation for attic, R4.1 foil on exterior masonry walls which have 1x2 f it strips ➢ Hollow core 2 panel interior doors ➢ Decorative 2-1/4" casing on all swing doors and 5-1/4" baseboards in all rooms except bathrooms. ➢ Lever door hardware on all interior doors (brushed chrome finish) ➢ Happy Feet Showtime Stone Tec wood look vinyl on all first -floor common area floors of both one & two-story homes- 5 color choices ➢ Mohawk Top Card carpet in all bedrooms on one story homes and stairs, hallway and all bedrooms of two-story units- 10 color choices color choices 130 ➢ Carrera white/ gray marble windowsills ➢ Ventilated "free glide" vinyl coated metal closet shelving ➢ 50 -gallon electric water heater ➢ 150- or 200 -amp electric service per plans ➢ "Decora" rocker light switches throughout home with standard receptacle ➢ Smoke/ carbon detectors per code ➢ RG6 & Cat 6 data/ cable in all bedrooms and family/ great room or living room ➢ 1 phone CAT 6 at kitchen ➢ On -Q panel for TV, Telephone, and alarm. ➢ Wired alarm with contact only on entry door, any sliders or exterior doors and house to garage door. One keypad at entry door and wiring only for keypad at house to garage door and master bedroom. No contacts on impact windows. 1 Motion detector in main room of house ➢ Energy rated lighting fixture package for bathrooms, foyer, dining room, hallway and walk in closets, 52" white ceiling fans with light kit in all bedrooms Gourmet Kitchen ➢ Shaker style cabinets in kitchen with soft close drawer & doors- 3-4 color options ➢ 3 CM level A granite with ease edge- 6 color options ➢ Single bowl stainless steel under -mount sink ➢ Moen single lever faucet with pull out spray ➢ Appliances in stainless steel (Brand TBD based on cost) ➢ Energy Star Refrigerator 25 cf side x side with ice and water in door ➢ Energy Star Dishwasher ➢ Electric 30" range self -clean Ceran top ➢ Over the range non -vented microwave ➢ 1/2HP ISE garbage disposal ➢ Full size Energy Star Washer and Full-size Dryer- white Luxurious Baths Shaker style cabinets in kitchen with soft close drawer & doors- 3-4 color options 3 CM level A granite with ease edge- 6 color options ➢ Cannes (or equal) bath tile- 12 x 12 on floor and walls but shower floor has 2 x 2- 4 color options ➢ Prof lo or equal steel or vikryl bathtub in bath(s) per plan- white ➢ Moen Chateau single lever chrome faucets and tub/ shower trim in all baths ➢ Prof lo or equal rectangle under mount vanity sinks in white ➢ Prof lo or equal elongated comfort height commodes in white ➢ Prof lo or equal 24" pedestal sink in powder room on 2 story homes ➢ 3/8" frameless shower door at showers only (no tubs) ➢ 4" polished edge mirror over vanity - 42" high x width of vanity ➢ Chrome bath accessories include towel bar and toilet paper holder in each bath ➢ Recessed medicine cabinet in all baths 131 No window treatments, or furnishings are included. All site work, permit fees, architect, engineering, drainage plan, plot plan and final survey, impact fees, soil remediation are part of additional soft cost for each project. 132 Section 10 — Marketing Plan As stated earlier in this Proposal, this Development Team includes experienced practitioners who were former redevelopment agency executives. As such, our Team is well versed in the process required to screen applicants to determine income eligibility. Notwithstanding, we will look to collaborate with local agencies and organizations tasked with homebuyer education, credit repair and mortgage eligibility. It is our experience that local organizations routinely maintain lists of potential homebuyers that meet LMI or WFH income limits. Additionally, we anticipate there being lending institutions or mortgage brokers that have approved buyers within the target income limits. Facilitation of home sales for this income targeted population often includes coordination with lenders that offer programs with modified underwriting criteria. Moreover, to ensure mortgage ready buyers, subsidy layering will be required. Understanding multiple funding sources and having the ability to coordinate a number of `moving parts' is critical to the project success. This team has the experience and credentials to accomplish marketing and buyer qualifications successfully. The marketing and outreach for a project such as this one will be important to ensure an awareness of the product being developed and the opportunity for first-time homebuyers to build wealth through homeownership. Our team will develop marketing materials featuring the models, the design features, and prices. Given the scope of this project, we propose to develop a dedicated website that will provide detailed information about the new homes being developed and will include information about income eligibility and links to secure financing through our lending partners. In addition, we intend to market this project through our existing SM platforms (Facebook, Instagram, and twitter) to attract potential buyers. 133 Section 11 — Proposed Funding Sources As indicated in the RFP, Indian River County anticipates conveying the parcels to the successful proposer. If awarded, our team has several options to finance the pre - development and construction of the proposed housing units. We will explore alternative financing sources to minimize finance costs. For example, we will consider applying for Florida Housing Finance Corporation's Pre -Development Loan Fund which can be used for pre -development expenses. We will also compare construction loan rates with select lenders that may offer loan products for affordable/workforce housing projects. Certain lending institutions will look favorably upon a project of this type as it will satisfy their CRA credits and result in mortgages for their portfolio. The varying finance options require an actual affordable housing development deal to be in place before loan commitments can be issued. And considering the economic uncertainty ushered in by the Coronavirus Pandemic, underwriting criteria and project considerations are being re -written on a weekly basis. Florida Housing Finance Corporation (PLP) Our organization qualifies (as a NP) for the Predevelopment Loan Program and can utilize the favorable rates offered to cover the costs of entitlement and other pre -development activities. Government Funding Affordable housing is priority initiative nationally. As such, our team is routinely aware that there are several funding sources that may be available to fund part or all this project. For the most part, government funding sources will want to know that a project is "real", will want to understand the target population being served, and will want to review the budget/pro forma to ensure that it meets their local requirements. That said, this is another potential source of funds that can be leveraged by our team. Hard Money Lender Our team has established a relationship with Scott Porten (Porten Companies) to provide immediate funding for the construction of the proposed housing units. Mr. Porten not only serves as a hard money lender, but given his vast experience as a Developer, he provides valuable insight pertaining to the project budget and pro forma. Below is a letter of commitment from Mr. Porten related to this project. Conventional Loan ETWDC & Stuart and Shelby Development, Inc. have existing relationships with several conventional lending institutions. The availability of funds and the related terms vary depending on the location and specific deal terms. We offer that if our team is awarded, we can provide a firm commitment letter during the due diligence period, should it be determined, that conventional financing would be the most favorable. 134 Section 12 — Project Timeline The Development Team of ETWDC and Stuart & Shelby Development, Inc. propose a two (2) year timeline for completion of the project. Completion is defined as income eligible buyers having closed on all seventeen (17) of the proposed single family residential units. It is understood that there will be a period attributed to the negotiation of the Development Agreement. This team has a dedicated legal representative that operates efficiently and who seeks to arrive at mutual agreement by all the parties involved. Built into the Development Agreement will be an appropriate "due diligence" period to ensure there are no environmental or site related hinderances to complete the proposed residential development. The commencement of the proposed project timeline would take place once transfer of title is completed, and title is recorded. It also anticipates reasonable turnaround times in securing site entitlements from County Planning Officials, along with approvals of infrastructure design and permitting. 135 Section 13 — Construction Schedule The following schedule follows approval of the required Developer's Agreement. • Months 1-6 o Homebuyer outreach o Design and permitting of infrastructure o Subdivision platting At completion of infrastructure permitting, and once a pool of potential homebuyers is assembled, the next stage of the project will commence. • Months 7-12 o Infrastructure Construction o Homebuyer qualification and counseling o Final design and permitting of homes At completion of infrastructure construction and homebuyer qualification and counseling, buyers will be required to sign contracts for specific homes, and construction financing will be secured. o If permitted by the County, models would be constructed concurrent with the infrastructure for marketing purposes. Months 12-24 o Homebuilding will be completed in phases with approximately 3-4 homes being built at a time. o Upon completion of construction and issuance of Certificate of Occupancies by the County, home will close and transfer to the income - qualified and/or first-time homebuyer. Please see construction schedule details below: 136 Gifford Gardens WFORD GARDENS ...... RARE M1S.A#H WRA PON)AIO Kl1 eE Awua1® ONLIB'ME aR AGTIAL IBMf A .l#u£v'v'E.TpMS.,Mt#It.4E'Y. LS.1{KfEW N' S1.i99WfFYlE:B &5N'YS .YK141a.,ve EE3LtLL.YAIR [i..CW.AtL+1:15,. ii&:v NM WLXL by M'2l eY ti IMt'SShLW A44Mu�. f4' lrJi tFY0E5. •A•MECNY311E� LK`Y.>"t3 i`Y UTAS - u1.M1;-T�.iNSLWr.(aYM. ➢W++.Pnb.l Wab�i.;,M LiHu^;IH ....� -�ie2b]5 es'f Y,22 diLi>L+9 ^iHe1 ..gAwT iarXslg.Yxwi MiFfdGF. f £Y'EJ3.(Nrt Wer.awz.e.MnelEe'a ww=eLrtu!x,E aH.aTh ruE rawTae:W+<.awAL .We:xs .. � et•OYt2] �w?un 'euna2 SW.v rcwwrw. a,ci•mm. s.ie#Ea cccru' iwKu,.a-rcn- tAfY?5<.WE. bw_wCY:f UM i ,. aT+rx -. M . _6d�4'Y2] _....- wuzz ', IIadMT'2 p'iibal+ �W.Ex SET PNB. #m4MFFS tl11doPS2E# {aJlatl 1a# 1 rtAsi'H.' � .•.04431 5xu,seaE.nF,aucaL'wL1�. casW.rlu er;.,. Lo4ea#aes ""�"" wx,_1 uMi LJVC:45 P.T00F •:AHMz iYtiiLt. NNMT MEDULWtOZx A p:b✓:asUul PWMi R4M-, a/• LYfeY IWSVEt;ilU+51f.(Y SIlFS : 9 pT#NY SUWx�`x SET r4nri w:wt-+rE !. vn.' fJ.YRe TF.� 1 ^.Whry. i (. > .. Mu iMYd: IT it fipC;e t^Wb .Yf14ArA Jixttlt r r u u� RWYft:9, lw'5aMG w:3W.wG :.. YiMY..MN(:6Si. fiv4)s Po11k:]y,U41-0. tYWl1T 2A`N,Lni*Y +H u5 •m1 . a:MxS •MJ ..._ 3�5 m +5 L>A•Ys�.an luv +mJ 1J nwx5 -J•T SHfY b s. . a :wx5 •Y-3 !nf Y.YS IH >T>K.a.f a Y'Jf s •,M OYYB@Y M 1815 tcb aBRAry .Y -d •WS 6H aO Yb>x5 N•> + g r0.1 it Wx9-HJ 00MYYJ YYiS b a9ax5 •s.a LMi1X,:31 + a.KS b • 31,x5 •:rJ nlYaox ass a awxs .r•s IMv>t. >H a6F% b S.Y8dx9 •t•t smartsheet Exp W.d — Scyaw7*a Ts, 2WTt 1240:35 PU EDT Page 1.13 CXPa m $gsbntlM15.. MI 121035 PY EDT "rys2oF3 137 Section 14 — Samples from Completed Projects Delray Beach Community Land Trust General Contractor for the construction of 10 new single-family homes including lot development. Project cost ($2,400,000 +/) Community Land Trust of PB County (2016-2020) — Kirk Road Homes General Contractor on the 8 affordable homes. Site development and full construction. Project cost ($2,100,000 +/-) 138 Community Land Trust of PB County (2015 -2018) General Contractor on the 16 affordable SF homes, and 8 Townhouse units. Site development and full construction. Project cost ($4,800,000 +/-) Adopt A Family of the Palm Beaches (2019-2020 completed) General Contractor on the 14 -unit affordable housing project with community center. Site development and full construction. Project cost ($3,500,000 +/-) 139 Hallandale Beach CRA (2013-2014, Completed) In -Fill Housing Project, Phase 1. General Contractor for the construction 8 new single- family homes. Project cost $1,500,000. Commenced Phase 2, 2015 " r,. NNW V. Lake Worth CRA NSP2 (2011-2013 completed) General Contractor for new construction and renovation for 46 units as part of this project. Worked closely to administer the HUD requirements for this project, purchased all contracts and full oversight of all construction activities. Project cost: $5,500,000.00 +/- 140 Section 15 — Sworn Statement on Disclosure of Relationships 141 RFP 2021014 Single Family Housing Development in Gifford SWORN STATEMENT UNDER SECTION 105.08, INDIAN RIVER COUNTY CODE, ON DISCLOSURE OF RELATIONSHIPS THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement MUST be submitted with Bid, Proposal or Contract No. 2021014 for RFP for SF Housing Development This sworn statement is submitted by: _ T -Tz !kjKa)—_ eva' 11{�Afj' LW (Name of entity submitting Statement) whose business address is: M and its Federal Employer Identification Number (FEIN) is My name is (Please print name of individual signing) and my relationship to the entity named above is Cl-x:� I inn yb'' 4. 1 understand that an "affiliate" as defined in Section 105.08, Indian River County Code, means: The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the entity. 5. 1 understand that the relationship with a County Commissioner or County employee that must be disclosed as follows: Father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, daughter-in-law, son-in-law, brother-in-law, sister- in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, grandparent, or grandchild. 6. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn statement. [Please indicate which statement applies.] Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the Page 15 of 24 142 RFP 2021014 Single Family Housing Development in Gifford entity, have any relationships as defined in section 105.08, Indian River County Code, with any County Commissioner or County employee. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents, who are active in management of the entity have the following relationships with a County Commissioner or County employee: Name of Affiliate Name of County Commissioner Relationship or entity or employee jbignature) (Date) STATE OF �)QPJGI COUNTY OF ?MM CX0C-jh Sworn to (or affirmed) and subscribed before me by means of Q physical presence or 0 online notarization, this day of 20D), byflrea (name of person making statement). (Signat of Notary Public - State of Florida) (Print, Type, or tamp Commissioned Name of Notary Public) Nwho is personally known to me or ❑ who has produced as identification. `%t,,,,r� % 04t, ice: NOTARY ' PUBLIC Comm, t HH 001788 _ Sep 12.2'024 OF F1.O�p ` Page 16 of 24 143 Section 16 - Certification Regarding Prohibition Against Contracting with Scrutinized Companies 144 RFP 2021014 Single Family Housing Development in Gifford CERTIFICATION REGARDING PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES (This form MUST be submitted with your response) I hereby certify that neither the undersigned entity, nor any of its wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations, that exists for the purpose of making profit have been placed on the Scrutinized Companies that Boycott Israel List created pursuant to s. 215.4725 of the Florida Statutes, or are engaged in a boycott of Israel. In addition, if this solicitation is for a contract for goods or services of one million dollars or more, I hereby certify that neither the undersigned entity, nor any of its wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations, that exists for the purpose of making profit are on the Scrutinized Companies with Activities it Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to s. 215.473 of the Florida Statutes, or are engaged in business operations in Cuba or Syria as defined in said statute. I understand and agree that the County may immediately terminate any contract resulting from this solicitation upon written notice if the undersigned entity (or any of those related entities of respondent as defined above by Florida law) are found to have submitted a false certification or any of the following occur with respect to the company or a related entity: (i) it has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or (ii) for any contract for goods or services of one million dollars or more, it has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or it is found to have been engaged in business operations in Cuba or Syria. Na By: (Authorized Signature) Title: Date: Page 17 of 24 145 Section 17- Proposal for Resale During Affordability Period This Development Team anticipates utilizing all subsidies and programs that may be available for down payment assistance for first time homebuyers. To that end, this Team's proposal includes a fifteen (15) year affordability period on each of the units developed under this project. The proposed affordability period goes beyond what is reflected as a "minimum" period in the RFP but is consistent with the required affordability period from Florida Housing and other funding sources across the state. If the original buyer(s) sells their unit before the affordability period is fulfilled, this team proposes that any equity realized on the property be shared between the homeowner and Indian River County. Without knowing the specific funding source for down payment assistance, it is impossible to propose a schedule for repayment of those sources. Notwithstanding, the following shared equity schedule is proposed: 0-5 years: full repayment of down payment assistance (to funding source) + 100% of appreciation (to Indian River County) 5-10 years: 50% of down payment assistance (to funding source) + 50% of appreciation (to Indian River County) 10-15 years: 25% of down payment assistance (to funding source) + 25% of appreciation (to Indian River County) Consistent with the general subdivision requirements, housing units developed under this project shall be owner occupied. Rental of the proposed single-family residential units is prohibited. Once established, the HOA by-laws will reflect this restriction. 146 April 12, 2022 Meeting - Item 12.A.1. GIFFORD GARDENS RFP 2021014 Indian River County Purchasing Division 3K' 1300 27"' Street • The Board of County * Vero Beach, FL 32960 Phone (772)226-1416 Commissioners Approved a RFP to Redevelop the Request for Proposals Gifford Gardens Property Located at 4730 40th Project Name: Single Family Housing Development in Gifford Avenue with Affordable Single -Family Housing on RFP ff: 2021014 July 13, 2021. RFP Opening Date: September 21, 2021 RFP Opening Time: 2:00 P.M. All Proposals must be receiv- I by the Purchasing Division, 1800 27" Street, Vero Beach, Florida 32960 prior to the date and time shown above. Late responses will be not be accepted or considered. April 12, 2022 Meeting - Item 12.A.1. • One Proposal was Received From East to West Development ��, F Corporation, a Non-Profit�� ' : Q Housing Providers' _ GIFFORD GARDENS PROPERTY" 4730LiTKAVENUE , �. l luau H < utx REVIEW OF THE PROPOSAL - The proposal was reviewed by the Purchasing Selection Committee using a set evaluation criteria. The Committee decided to not recommend award to the sole proposer - On February 23, 2022, the Affordable Housing Advisory Committee (AHAC) considered the proposal and voted to recommend that the Board of County Commissioners (BCC) reject the proposal - The AHAC also voted to hold a workshop at its upcoming April 27, 2022, meeting to consider alternative options for affordable housing at the Gifford Gardens property, and to have those recommendations brought forward in new RFP I q(a- 2 April 12, 2022 Meeting - Item 12.A.1. RECOMMENDATION - Based on a consensus of the Selection Committee and the AHAC, staff recommends that the Board of County Commissioners reject the proposal from East to West Development Corporation for redevelopment of the Gifford Gardens property with single-family homes 10 EAST TO WEST I'JEV ELOPMkN'i CORi•U(M'i'IUN Memorandum To: Jason Brown, County Administrator, Indian River County From: Daniel A. Rosemond, CEO, East to West Development Corp. CC: Chuck Halberg, President, Stuart & Shelby Development, Inc., Corey. O'Gorman, East to West Development This memo serves as our formal response to the staff report dated April 4, 2022, regarding the redevelopment of Gifford Gardens (RFP 2021014). We are extremely disappointed in the recommended action to reject our Proposal. As noted in the staff report, ours was the only proposal submitted. And while it was acknowledged that, "the proposal submitted met the baseline requirements for the project", the proposed housing prices would not be in the public's best interest. We believe that rejecting the sole proposal, without providing an opportunity to thoroughly discuss and negotiate the areas of concern, runs even more counter to the public's best interest. As you are aware, the redevelopment of Gifford Gardens consisted of substantial infrastructure improvements, in addition to the vertical construction. And while the $350,000 in ARP funds does alleviate some of the cost burden, it doesn't eliminate it. This was an issue we raised with the AHAC when we proffered some alternatives to reduce the total development costs. Additional ideas were outlined in a December 16, 2021 email to Procurement Director Jennifer Hyde (see attached). The fact that our team never had the opportunity to collectively explore options for addressing cost concerns with County Staff is not only a slight to the effort our team invested in responding to the County's formal solicitation, but it also fails to advance the objective of developing affordable housing on the former Gifford Gardens site. Further, if the committee will be discussing an amended development program (townhomes, condominiums, apartments), as the sole proposer, we believe these are alternatives that could have been afforded to our team without compromising the procurement process. The development of affordable housing requires a concerted effort by all parties involved. Our team has been beginning and has remained vigilant throughout the process as evidenced nent. We urge the Commission to reconsider staff's recommendation and negotiations with our team in hopes of reaching amicable terms. 700 US Highway One, Suite 1; Palm Beach Gardens, FL. 33408 T: (305) 588-2638 W: etwdc.org I LRP A _ Daniel Rosemond <daniel@etwdc.org> to Jennifer, Corey, Chuck, Maria, bcc: me Dec 16, 2021, 10:09 AM HI Jennifer, I want to begin by thanking you for putting together the Zoom call last Friday with the Selection Committee. I believe it was a productive conversation and allowed both sides to share their perspective. That said, the following are the salient points expressed by the Committee, along with our team's suggested strategy to overcome them: Total # of units less than what was projected in RFP Our proposal reflects 17 SFD units, while the RFP indicates 22 units. The site plan included in our proposal reflects the lot sizes compatible with County codes, and accommodates a roundabout of sufficient radius for emergency vehicles. We have received and reviewed the Boundary Survey you provided. The size of the lot reflected in the Survey is the same as what our architect used to develop the site plan. think there are a couple of ways we can approach this: 1) Share with us the site plan drawings of the County's Engineer or Planner that was used to inform the RFP (projecting 22 SFD units) 2) Once awarded the DA, our team can work with the County Planner to determine if lot sizes can be reduced to accommodate more units, or confirm that Townhouses would be an acceptable residential development option for the site Ultimately, our team shares the objective of the Selection Committee to develop the maximum allowable density (total units) on the site to gain economies of scale. Price Points of new residential units The Committee expressed a desire to see sales prices of the units be in the range of mid -to high $200's. While a tall order (considering the rising costs of residential development over the past 12 months), we believe this can be achieved. The following strategies would need to be employed: . Indian River County to cover full costs of infrastructure development The projected costs of the infrastructure for this project is $835k. The County has indicated an allocation of $350k in American Rescue Plan Funds toward this project. With the Selection Committee's recommendation, a request for additional funding (from either ARP, or even CDBG Funds) to cover the gap would address the cost of the infrastructure, thus reducing the total residential development budget. 2 14( A -Z . Indian River County to construct the infrastructure directly While perhaps not the ideal scenario, this option would garner some savings in that the County would use its own staff to manage the project and engage engineering consultants utilizing the County's existing agreements. It should be noted that this is an option being considered by another municipality with which our team is currently engaged in a very similar project scope. • Indian River County to allocate Down Payment Assistance The County's goal with this project is to create new affordable housing to serve households earning between 80%-120% AMI. At the proposed price point, first-time buyers would need in the range of $20k -$30k in DPA subsidies to qualify for a first mortgage. In allocating this subsidy (to buyers, not the Developer), the County's goal is achieved and the existing neighborhood property values are not negatively impacted by the sales of the new residential units. Desired Action Based on our conversation with the Selection Committee last week, we would like to request that a recommendation be advanced to the County Commission to award the project to our team. This request is predicated on the fact that a Development Agreement would have to be negotiated, outlining the critical points of this deal. We recognize that the Selection Committee is not tasked with funding allocations or specific project development strategies. To that end, we believe it prudent to advance the discussions/negotiations. Look forward to hearing from you. Best, Daniel A. Rosemond CEO/Founder East to West Development Corporation (305) 588-2638 www.etwdc.orq 3 Iq�A-_3 /z8 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: April 7, 2022 SUBJECT: Amendments to Chapter 302 (Animal Control Ordinance) of the Indian River Code of Ordinances 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: Pursuant to Chapter 302 (Animal Control Ordinance) of the Indian River Code of Ordinances (the Code) there are current restrictions within the code that place cats (felis catus) and dogs (canis lupus familiaris) under the same requirement of restraint or what is commonly referred to as a leash law. County staff believes that cats (felis catus) should be removed from the requirements of the code that reference the restraint or more commonly referred to as leash law. County staff recommends that the Indian River County Board of County Commissioners authorize County staff and the County Attorney's Office to draft an ordinance that removes such language from the existing code. FUNDING: Funding for the advertising costs of a public hearing will be made available in the General Fund/County Animal Control/Legal Ads, account number 00125062-034910. ACCOUNT NAME ACCOUNT NUMBER General Fund / County Animal Control / Legal Ads 00125062-034910 RECOMMENDATION: Staff recommends the Board authorize County staff to set a public hearing to consider making technical changes to Chapter 302 of the Indian River Code of Ordinances. 147 1aF( DEPARTMENTAL MATTERS INDIAN RIVER COUNTY INTER -OFFICE MEMORANDUM OFFICE OF MANAGEMENT AND BUDGET DATE: April 12, 2022 TO: BOARD OF COUNTY COMMISSIONERS THROUGH: Jason E. Brown, County Administrator FROM: Kristin Daniels, Director, Office of Management and Budget Cynthia Stanton, Risk Manager SUBJECT: Self -Insurance Funds and Property and Casualty Insurance Program BACKGROUND: In preparation for the May 1, 2022 renewal, staff worked with Arthur J. Gallagher Risk Management Services, Inc. (AJG) to secure the most comprehensive, cost-efficient property and casualty insurance program for the County. The table below summarizes the lines of coverage, limits and renewal costs, followed by the variables impacting the 2022 renewal rates. There was a total overall increase of 14% for the Indian River County insurance renewal. Renewal Summary Policy Coverage Policy Limits Current Premium Renewal Premium Premium Increase Premium Change Property (Non -Utility) $165 Mil* $1,351,104 $1,511,638 $160,534 12% Property (Utility) $60 Mil* $650,004 $736,424 $86,420 13% Flood Multi $8,637 $9,067 $430 5% Equipment Breakdown $100 Mil $9,827 $10,750 $923 9% Terrorism Property Damage $10 Mil $16,750 $17,025 $275 2% NCBR PD & Liability $10 Mil $24,950 $26,710 $1,760 7% Inland Marine $20Mil/$2.5 Mil $94,513 $107,669 $13,156 14% Crime $1 Mil $6,597 $6,597 0 0% Public Entity Excess Liability $2 Mil/$4Mil $182,100 $207,500 $25,400 14% Excess Workers Comp Statutory Max $229,137 $290,368 $61,231 27% D&B $1 Mil $30,368 $42,870 $12,502 41% Hull/P&I $1 Mil $7,761 $8,288 $527 7% Church Parking Lot Liability $1 Mil $2,087 $0 Included in PE -100% Statutory AD&D $75,000 1 $6,166 1 $12,363 1 $6,197 101% AJG Brokers Fee $175,000 $175,000 0% Total $2,795,001 $3,162,269 14% 148 * Named Storm Limits: Property is $40 Mil with a deductible of 5% of the building value subject to a max of $5 Mil per occurrence and minimum of $100,000. Utilities limit is $30 Mil with a deductible of 5% of the building value subject to a minimum of $250,000. ANALYSIS - Attached, please find the detailed Executive Summary prepared by Erica Connick, Account Executive, AJG. Several charts within the Executive Summary detail the various lines of coverage. Major highlights of the renewal are as follows: Property Program: This is a layered program with multiple carriers. This year we continued to use the same strategy as we have in the past, leverage our direct relationship with Domestic and International markets to create competition. However, the market is still pushing for rate increases and domestic markets are looking to reduce their capacity. Incumbent carrier, Westchester reduced their capacity on the primary layer from 40% to 20% of $25 million, while AmRisc is seeking a rate increase of 29%. The current renewal quote is $1,511,638 which is a 12% increase but we are still finalizing the participation for this renewal and feel confident we can get a lower renewal rate. This renewal is not to exceed $1,511,638. The majority of the limits and deductibles remain unchanged except: 1. Installation Coverage — No coverage, expiring coverage was $250,000 2. Personal Property outside the U.S.A. - No coverage, expiring coverage was $250,000 3. Underground Property— No coverage, expiring $500,000 4. Updated edition dates for Exclusions related to virus, bacteria and/or microorganism 5. May have a few other forms pending final participation negotiations Utility Property Program: The County's renewal is based on a total insured value of $248,919,888; a 2.45% increase in values from last year. Starr's renewal proposal is $736,424; a 13% overall rate increase, all other terms remain as expiring. Excess Workers Comp: This year the program was marketed to several carriers and the incumbent carrier provided the best renewal quote with a premium increase of $61,231 or 27% and a retention increase from $650,000 to $850,000. All other quotes received included a higher premium increase and retention amounts above $1,000,000. The following factors effected the renewal increase: The County payroll increased by 5% over the expiring year, the County had several large losses paid -out in the previous year and the market continues to be limited in Florida for public entities that have Police and/or Fire exposures which are subject to the presumption laws. Inland Marine: The program was marketed to eleven markets and exposure values are up 11.73%. The renewal premium is $107,669; an increase of $13,156 or 14% over last year's premium. Church Parking Lot Liability: This is a stand-alone liability policy to cover any exposures from the use of the church parking lot. The renewal quote was $2,404 or 9% increase. After reviewing the original lease agreement, it was determined we could satisfy our insurance obligation by adding the Church as an additional insured on the Public Entity Policy, with no additional cost. The stand-alone policy will not be renewed, providing a premium savings of $2,404. Statutory AD&D: The renewal premium is a two-year contract with annual installments of $12,363, which is a $6,197 or 101% increase from expiring year. The following factors effected this year's renewal: this policy paid a statutory benefit of $75,000 in 2021 and total premiums paid over the last 149 five years totaled $55,464, resulting in a $20,000 premium loss to the carrier; IRC's first responder exposure increased by 42% due to staff increase from last year. FUNDING: The County's property and casualty coverage is funded through the Self Insurance Fund (502). This is an Internal Service fund that is supported by charges to operational funds of the County. The current fiscal year's portion of the proposed premium will be funded from account number 50224613-034590 (Self Insurance Fund - Other Insurance). Since the insurance program renews mid- year and encompasses two fiscal years, an increase in funding for the upcoming fiscal year will be necessary to fund the overall 14% in premium increases. Since the Self Insurance Fund is supported by all other departments, the premium costs are distributed across all County departments. RECOMMENDATION: Staff recommends that the Board approve the proposed renewal and authorize staff to bind coverage for May 1, 2022 through April 30, 2023 with a current annual premium of $3,162,269. The renewal premium is based upon the current schedule of values, coverage selections and includes the annual broker fee of $175,000. 150 Indian River County Board of County Commissioners 0 * Gallagher '4PCORE 360' Executive Summary We are very pleased to present Indian River County BOCC with a comprehensive property and casualty insurance proposal effective May 1, 2022 – May 1, 2023. This executive summary provides a high-level overview of our renewal accomplishments and alternatives for consideration. It is broken into the following components: • Marketplace Analysis – current insurance industry conditions • Property Program Analysis • Casualty Program Renewal Winter Insurance Market Report — February 2022 The big picture Where we were: 2021 Like 2019 and 2020, 2021 was a challenging market overall. Our clients faced significant difficulties trying to find coverage, with capacity issues and significant rate increases—for some clients as much as 50%-100% increases, often multiple years in a row. • A confluence of factors continued to challenge the industry, including social inflation—the trend of rising insurance costs as a result of increased litigation, plaintiff -friendly judgements and high jury awards — increased storm activity and pandemic losses. Additionally, carriers' ability to offset these results through investment income remained a challenge due to the low interest rate environment. Where we are: What we're seeing now • Rate increases are moderating for some lines. After three years of substantial rate increases, we're approaching a point of rate adequacy in the market, which is leading to more moderate rate increases. • The market is trending slightly flatter, though not in every coverage line. Cyber, for example, has kept up sizeable year -over -year rate increases, with median increases of 39%, while Workers' Compensation rates were flat. • Three years of carriers raising rates, restricting limits and increasing deductibles have generally made the market more attractive to new business. Carriers' combined ratios improved throughout 2021. Where we're going: Trends we are watching • With improving rate adequacy comes increased carrier competition. There are a number of new entrants to the market and increasing competition as underwriters look to write new business. We expect this to level off rate increases further into 2022. Exceptions are challenged placements, those with elevated risk profiles, and accounts that have experienced losses. • Pandemic concerns about how COVID-19 will impact the industry both from a loss and exposure standpoint is starting to ebb, but some uncertainty remains. • Social inflation remains a concern, with a particular impact on Commercial Auto, General Liability, Errors and Omissions, and Umbrella/Excess insurance. This trend continues to drive rates up, albeit more moderately than in prior years. • Modest rate reductions may be out to market in years. Indian River County Board of County Commissioners *®* Gallagher +CORE 360" Read on for our analysis of the market conditions for each major line of coverage and guidance that will help ensure a successful renewal outcome. Property Where we were: 2021 • Between wildfires, civil commotion and major freeze events, carriers responded to 2020 and 2021 events with increased deductibles, reduced capacity, and changes in coverage. For the third straight year, carriers obtained significant rate increases across their Property portfolios. • Less -modeled and unmodeled risks continued to plague the Property marketplace, such as wildfires, flood and convective storms. • Carriers scrutinized their clients' statements of value, demanding in many cases that values be raised. • Carriers required clients to address existing engineering recommendations. In many cases, particularly for clients going to market, carriers required or strongly recommended third -party engineering. Property Rate Trends 2020-2021 1�.�ie� 199% RS 7 7% 12% 'ISS% 8..8% 21020 2020 2020 2020 2021 2021 2021 2021 421 Q2 423 Q4 Q1 422 423 Q4 Source: Gallagher U.S. Gients ■ Medfan Rate Change 975th Percentile Rate Change Indian River County Board of County Commissioners Where we are: What we're seeing now FM Global published an overall average annual inflation index (January 2022 v January 2021) of approximately 18% for real property and roughly 7% for machinery & equipment as well as approximately 30% for some specialty engineering equipment. The cost and availability of materials, increased labor costs and sparse contractor availability are driving up higher replacement costs. • There is rising carrier competition in the marketplace, with carriers looking to write new business now that rates have risen for three consecutive years. • There are still challenging renewals out there, especially challenging occupancies, lack of third -party engineering reports, and catastrophe -exposed businesses. • 2021 was a very active year in climate -driven claims, including winter storm Uri in February, which many meteorologists claim was a one -in -1,000 -year event. • Gallagher •• CORE 360' Q4 2021 Property Rate Changes Gallagher – U.S. Clients 0 Decrease 0 Flat increase • Hurricane Ida, which made landfall in August, caused significant damage in the Southeast and Northeastern United States. Carriers are now looking at $25 to $35 billion in insured losses in 8.8% Louisiana and other affected areas.' median rate change in Q4 2021* • The median increase for Property policies was 8.8% in Q4 2021, with 83% taking an increase. • While the median rate of increase has not changed dramatically since Q3 2020 (10%), the rate increases for the top 25% of companies dropped from 19.9% in Q3 2020 to 16.0% as of Q4 2021 (up slightly from Q3 2021). Where we're going: Trends we are watching • Companies with challenging occupancies, loss activity and/or CAT -exposed can expect to see rate increases in the higher quartile. • There are continued changes globally in the frequency and severity of perils such as tropical storms, wildfires and floods. In addition, we continue to watch some of the less well -modeled and non -modeled causes of loss, such as COVID-19. • Third -party valuations are increasingly useful (and oftentimes required) to ensure adequate valuations. Huge discrepancies between current insured values and the actual replacement cost at time of loss may exist for companies that have not had a third -party valuation of their buildings and contents, such as machinery, equipment or stock in a few years—or sometimes ever. Insured values, without an updated valuation, typically roll over year to year, with an arbitrary inflation factor applied to them. ' hftps://www.rms.com/newsroom/press-releases/Dress-detail/2021-09-06/rms-estimates-us25-35-billion-in-onshore- and-offshoreinsured- losses-in-the-gulf-of-mexico-from-hurricane-ida Indian River County Board of County Commissioners * Gallagher *•CORE360C Workers' Compensation Where we were: 2021 • A drop in claim frequency during COVID-19 has positively impacted the industry's results. • Favorable loss development in prior years (because loss estimates were initially overstated) continues to positively impact most carriers. Workers' Compensation Rate Trends 2020-2021 taI_l)�9 T&C% 12.9% 1323% li A n-6% ME% &7% ao.1 pp��qq 26% @l ti rj1n- -15.376 -0216 2020 2020 2020 2020 2021 2021 202% 2021 01 02 03 04 01 02 03 c4 Sau>m: Galagher US.Cfents M+1wdiarsRateChang 75thPPrcenbL- Rate Chang� Where we are: What we're seeing now • Workers' Compensation continues to be a profitable line of insurance for most carriers. • Claim activity and frequency have declined recently due to more employees working from home. The industry will monitor claim activity if and when many employees return to the workplace. • The median increase in Q4 2021 for Workers' Compensation policies was 0.0%, with 47% taking an increase. This is nearly identical to a median increase of 0.0% in Q3 2020, with 49% taking an increase. Nearly five in 10 (46%) of respondents saw Workers' Compensation rates drop in Q4 2021. Where we're going: Trends we are watching • Rate decreases may be moderating, after several quarters of rate drops for many companies. We have seen signs that the Workers' Compensation market may be firming as employees return to the workplace. • The long-term impact of COVID. Indian River County Board of County Commissioners 00# Gallagher '' •+CORE 360- • As the labor market tightens, claim frequency will likely rise as less experienced workers enter the workforce. • We will likely see an increase in severity as rising medical costs will negatively impact Workers' Compensation claims. • Wage inflation may result in increased premiums in Workers' Compensation. The rise in wages (and corresponding rise in premiums) could help offset the likely increase in claim frequency and severity. Commercial Auto Where we were: 2021 • Frequency of claims associated with the economic shutdown were down in 2020. Miles traveled, which is highly correlated with claim frequency, rebounded in 2021.2 Commercial Auto Rate Trends 2020-2021 2020 2020 01 02 Source: Ga11:agher US. Clients 1 hftps://enlvte.com/sites/default/fiiles/2021 2020 2020 2021 202T 2021 2,021 03 04 G1 {I2 03 G4 0Medan Rate Changs 0 75th Penzentfe Rate Change �h c 6F= 3�?A 9.5& 8. 7.7% 71% S.A fn293 K.1`S'n 2020 2020 01 02 Source: Ga11:agher US. Clients 1 hftps://enlvte.com/sites/default/fiiles/2021 2020 2020 2021 202T 2021 2,021 03 04 G1 {I2 03 G4 0Medan Rate Changs 0 75th Penzentfe Rate Change Indian River County Board of County Commissioners Where we are: What we're seeing now • Commercial Auto claim frequency is almost back to pre -pandemic levels. • Large jury awards in Commercial Auto insurance, with penalties in excess of $10 million, are becoming increasingly prevalent.3 • Social inflation is leading to larger and catastrophic claims, particularly affecting companies with large fleets. • The median rate change for Auto policies was 6.1 %, with 64% taking increases in Q4 2021. This is a slight increase from Q3 2020, when the median rate increase was 5.7% and 66% saw increases. Where we're going: Trends we are watching • Companies with large fleets or poor loss history may experience more significant rate increases. • Carriers insuring large fleets are looking to attach excess layers above $1 million. • Expect to see more and more Umbrella/Excess carriers require clients to put up a $2/$5 million primary Auto Combined Single Limit (CSL). In very rare cases, we have seen clients put up a $10 million CSL. Gallagher 6O CORE 360- 04 2021 Commercial Auto Rate Changes Gallagher — U.S. Clients i Decrease 0 Flat 0 Increase 6.1% median rate change in Q4 2021* • If a carrier will not increase their primary limit, clients may have to find an additional carrier to put up a buffer layer, adding frictional costs. • Inflation, driven by higher parts prices, supply chain imbalances, and in increase in the cost of raw materials has impacted the Commercial Auto space. The inflation in the used car marketplace has increased dramatically, essentially increasing the value of every car on the road. 3 https://www.i)roi)ertycasualtv360.com/202 Indian River County Board of County Commissioners ®# Gallagher •• CORE 360 General Liability Where we were: 2021 • The economic shutdown was responsible for a decline in claim frequency during 2020. • Because primary General Liability's policy limits have not changed in 25+ years, carriers remained largely insulated from the severity trends (largely social inflation) associated with some of the other lines of insurance, such as D&O, Auto, Umbrella/ Excess, etc. General Liability Rate Trends 2020-2021 13.3% 12_0'% R.1i: Too.% 8_0% 6,0% 4.a% 4.3% 2.Vyyyy % .00000 0-0% 83.1% S.C% 5.0% 2020 2020 2020 2620 2021 202I 2021 2,038 01 02 03 04 01 {S2 03 04 Source: Gait gher U.S. Own s Q4 2021 GL Rate Changes Gallagher — U.S. Clients 0 Decrease 0 Flat increase 5.0% median rate change in Q4 2021 E Meclan Rasp Change ON 75Th R menb4 Rate Change Where we are: What we're seeing now • UmbrellalExcess carriers are asking for higher retentions and limits in General Liability. In lieu of the traditional $1 million limit that has been the norm for the past 30 years, carriers are now asking for $2 million. The Umbrella/Excess market is driving this trend. Where we're going: Trends we are watching • Most policyholders will encounter rate increases but because the primary General Liability limits have by and large remained stagnant, the rate increases will likely remain in the single -digits. • Expect to see more and more Umbrella/Excess carriers require clients to put up $2 or $4 million in primary limits. • If a carrier will not increase their primary limit, clients may have to find an additional carrier to put up a buffer layer, adding frictional costs. EM Indian River County Board of County Commissioners 009 Gallagher 100 CORE 360A Cyber Where we were: 2021 • With the rise in ransomware attacks across the U.S. and increases in carrier reported losses, the Cyber insurance market hit an inflection point in 2020. • Carriers became pressured due to the increasing frequency and severity of cyber claims and a more stringent regulatory environment at the state, federal and international levels. • 2020 began with the first real signs of a hardening market as the larger, more sophisticated risks in specific industry sectors became subject to greater underwriting scrutiny and ultimately increased premiums. In fact, in 2021, even those clients with optimal data security controls were seeing rate increases in the 25%-50% range. Less attractive risks saw 75% and greater increases, if they were offered terms at all. • Ransomware attacks are a significant contributing factor to the hardening of the Cyber market. • Carriers are responding with higher rates, higher retentions and coinsurance requirements. • Social engineering losses also continued to mount. According to the FBI's IC3 2020 Internet Crime Report, 2020 saw a record 69% increase in cybercrime from the prior year's report, with business email compromise losses accounting for half of all losses. 100.0: 80,01% 60..1% 4ra_0 20-0% : OD% SZE 2020 2020 01 02 Source: Gallagher US. Chents Cyber Rate Treads 2020-2421 2020 2020 2021 03 G4 Q1 Medfan Rate Change 971% 2021 2.021 2021 02 03 (14 75th F'elcentale Rate Change Indian River County Board of County Commissioners Where we are: What we're seeing now • The ransomware and cybersecurity risk trends we saw in 2020 continued to plague the Cyber insurance market throughout 2021. • Cyber claim frequency and severity continued spiraling upward, which led to a swift response from the Cyber insurance market. Carriers imposed significant limitations of capacity, narrowed the scope of coverage terms, heightened underwriting scrutiny and significantly increased rates. • Nearly all carriers now require attestation of at least some preventive controls, which likely include multifactor authentication, remote desktop protocol, data backup practices, segregation of networks, encryption, patch management, privileged account management, employee training and a host of others. • Rate increases were experienced across most industry sectors, with larger companies subject to greater increases and higher underwriting scrutiny. • Companies without best -in -class data security are likely to see rate increases in the 100%-200% range, and in some cases as high as 300%. Even those that comply with all underwriting required security controls are seeing increases in the excess of 75%. 1D Gallagher P**CORE360- Q4 2021 Cyber Rate Changes Gallagher — U.S. Clients 0 Decrease 0 Flat Increase 50.2% median rate change in Q4 2021* • Most Cyber insurance buyers are feeling the impact through time consuming and complex renewals, with many obtaining less coverage at a higher cost. • The median increase in Q4 2021 for Cyber companies was 50.2%, with 87% taking an increase. Where we're going: Trends we are watching • The Cyber underwriting community The top 25% of has responded to 2020 and 2021 loss companies saw data and Cyber claim trends with a laser focus on data security controls Cyber rate when evaluating risks. increases • We expect even greater underwriting scrutiny of cybersecurity controls in // of 97.110 the Cyber insurance market throughout the remainder of 2022, in Q4 2021, with capacity continuing to shrink. • Insurance products will reflect decreasing carrier appetites to fully cover ransomware costs, as they push for cost-sharing in the form of ransomware coinsurance and sublimits. • Rate hikes show no real signs of leveling off in the near term. 12 Indian River County Board of County Commissioners Gallagher 0 CORE 360" • This will likely force insureds to offset these costs by assuming greater self-insured retentions and taking an even greater role in actively managing cyber risk. 13 Indian River County Board of County Commissioners • Gallagher ,•CORE 360" Maximizing renewal success We recommend the following actions and considerations in preparing for a successful renewal. These tips and best practices apply to all lines of coverage: • Start early; build in time for delays in the quoting process. We recommend four to six months ahead of your renewal date to begin gathering data. • Communicate early and often with your internal and external stakeholders. • Create a thorough underwriting submission that is accurate and up-to-date, including narrative regarding lessons learned from losses and steps you are taking to prevent future losses. Risk managers need to be willing to change and evolve with the times or will face an uphill battle with regard to renewal. • Take the opportunity to strengthen your risk readiness by identifying and remediating vulnerabilities. Showcase positive risk factors. • Be proactive with providing information such as third -party valuation reports, third -party engineering reports, information on assets, lists of tenants in a warehouse, outstanding recommendations from their incumbent carrier, operations, loss mitigation and loss prevention plans, etc. • Be ready for supplemental applications that may involve highly specific questions around specialized areas such as Cyber. For example, a Cyber renewal may have dozens of questions around controls specifically designed to prevent or mitigate the effects of ransomware attacks. • If a carrier offers free or discounted risk management services such as employee training; incident response planning; and technology scans to flag known vulnerabilities, identify intrusions and address security flaws, take advantage of the opportunity. Many Cyber insurance carriers offer these types of services. • Develop relationships with underwriters, including your incumbent and alternatives. • Align primary and excess marketing strategies to maximize options. If appropriate, consider leveraging ancillary lines or alternative structures, such as captives and other layered and shared solutions. While market conditions have begun to stabilize, make no mistake: this remains a challenging marketplace overall. We expect to see rate increases continue to moderate in many lines throughout 2022. Gallagher has expert leaders in all industries and coverage lines to provide solutions for our clients in this marketplace. About our data Gallagher Drive® is our premier data and analytics platform that combines market condition, claims history and industry benchmark information to give our clients and carriers the real-time data they need to optimize risk management programs. When used as part of CORE360®, our unique comprehensive approach to evaluating our client's risk management program, Gallagher Drive creates meaningful insights to help them make more informed risk management decisions, find efficient use of capital, and identify the top markets with the best solutions for their risks. Rate changes in this report were calculated by using the changes in premium and exposure of Gallagher clients renewing in Q4 2021. /aaj INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Jason E. Brown, County Administrator THROUGH: Richard B. Szpyrka, P.E., Public Works Director James Ennis, P.E., PMP, Assistant Public Works Director FROM: Kirstin Leiendecker, P.E., Roadway Production Manager SUBJECT: Amendment No. 21 to Indian River County Civil Engineering and Land Surveying Agreement for Bridge Replacements and Widening of 66th Avenue from South of SR60 to North of 57th Street DATE: March 21, 2022 DESCRIPTION AND CONDITIONS Arcadis US, Inc. (formally known as Arcadis G&M, Inc) is under contract with Indian River County (IRC) to provide Civil Engineering and Land Surveying Services for Bridge Replacements and Widening of 66th Avenue from South of SR60 to North of 57th Street. The original Agreement was approved by the Board of County Commissioners on September 6, 2005 in the amount of $631,700.00. Twenty amendments have been approved to date, bringing the total to $2,693,744.61. After the award of bid for construction, the County directed Arcadis, via Amendment 17 to the contract, to update the bridge design, consistent with the original design methodology to accommodate a 5 -lane bridge profile. This design update was deemed necessary by the Board to accommodate future anticipated traffic volumes along 53rd Street due to anticipated development. When the updated plans were presented to the Contractor for review the Contractor proposed modifying the design of the superstructure using a FDOT Standard Florida Slab Beam (FSB) System instead of a Post Tensioned Prestress Bridge System. The Post Tensioned Prestress Bridge System was originally designed by the engineers over 15 years ago when this was a common practice. Since then, the State of Florida has shifted away from the use of post - tensioned prestress slab designs bridges and prestress yards now are mostly producing the new FSB's (Florida Slab Beams). The FSB beams produce a more robust superstructure which requires less maintenance compared to the post tensioned slab system which has been shown to have corrosion issues of the post -tensioning strand. Additionally, due to the rising cost of the post tension strands that, which continue to be in a shortage, the post tension prestress design with an asphalt topping would cost over $130,000 more than the FSB design. By changing the superstructure design of the bridge, the County will benefit with cost savings and an updated system with less maintenance issues. IRC Public Works staff discussed this redesign proposal with FDOT and the design modification was deemed to be beneficial to all parties. Amendment No. 21 provides for redesign of the superstructure of the widened 53rd Avenue Bridge over the IRFWCD Lateral A Canal. 162 The total negotiated lump sum fee for Amendment No. 21 is $55,000.00 . Amendment No. 21 increases the total contract amount from $2,693,744.61 to $2,748,744.61. FUNDING Funding in the amount of $55,000.00 for Amendment No. 21 is available in Account No. 10415141- 066510-07806/Traffic Impact Fees/District 2 Roads/Construction Progress/661h Ave/49th Street to 691h Street. Account Name Account Number Amount Traffic Impact Fees/District 2 Roads/Construction 10415141-066510-07806 Progress/66th Ave/49th Street to 69th Street $55,000.00 RECOMMENDATION Staff recommends the Board of County Commissioners approve Amendment No. 21 with Arcadis US, Inc. for lump sum amount of $55,000.00 and authorize the Chairman to execute the amendment. ATTACHMENTS Amendment No. 21 from Arcadis US, Inc. APPROVED AGENDA ITEM FOR APRIL 12. 2022 163 BRIDGE REPLACEMENTS AND WIDENING OF 66THAVENUE FROM SOUTH OF SR 60 TO NORTH OF 57TH STREET IRC PROJECT NUMBER 1505 PROFESSIONAL CIVIL ENGINEERING & STRUCTURAL ENGINEERING SERVICES AMENDMENT NO. 21 TO THE PROFESSIONAL ENGINEERING/LAND SURVEYING SERVICES AGREEMENT BETWEEN ARCADIS US, Inc. (fka ARCADIS G&M, Inc.), Inc. AND INDIAN RIVER COUNTY, FLORIDA. This is an amendment to the existing Engineering Services Agreement (AGREEMENT) dated September 6, 2005, between ARCADIS US, Inc. (ENGINEER) and Indian River County (COUNTY). This amendment addresses changes in "Section III - Scope of Services", and "Section V - Compensation". Amendment Description This Amendment includes the following: "SECTION III — SCOPE OF SERVICES" is being modified to incorporate the following: Re -design of the 531 Street Bridge over the IRFWCD Lateral "A" Canal. The re -designed bridge will eliminate the post -tensioning design and replace it with an FDOT Standard Florida Slab Beam System and will utilize FDOT 2021 design standards. "SECTION V — COMPENSATION" is being modified to incorporate the following: The COUNTY agrees to pay and the ENGINEER or agrees to accept for services rendered pursuant to this Agreement fees in accordance with the following: A. Professional Services Fee The Lump Sum mutually agreed upon by the ENGINEER and the COUNTY for services rendered shall be as follows and includes a 10% ENGINEER'S sub - consultant fee for coordination. IRFWCD Lateral "A" Canal Brid-,e at 53"1 Street - Re -Desi -n Services Structural Plans - WGI, Inc. $50,000.00 Subconsultant Coordination—Arcadis (10%) $ 5,000.00 TOTAL L UMP SUM FEES $55,000.00 164 The AGREEMENT is hereby amended as specifically set forth here in. All other sections of the AGREEMENT shall remain in full force and effect and are incorporated herein. This Amendment No. 21 to the AGREEMENT regardless of where executed, shall be governed by, and constructed by the laws of the State of Florida. In witness whereof the parties have executed this Amendment this 2022. ARCADIS US, INC. 1500 Gateway Boulevard, Suite 200 Boynton Beach, Fl. 33426 Robert Lawson, V.P. WITNESSED BY: William K. DeBraal, Deputy County Attorney Approved as to Form and Legal Sufficiency Jason Brown, County Administrator day of INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS By: Peter D. O'Bryan, Chairman Approved by BCC Attest: Jeffrey R. Smith, Clerk of Circuit Court By: Deputy Clerk 165 INDIAN RIVER COUNTY, FLORIDA DEPARTMENTAL MEMORANDUM TO: Jason E. Brown, County Administrator THROUGH: Richard B. Szpyrka, P.E., Public Works Director James W. Ennis, P.E., Assistant Public Works Director FROM: Robert S. Skok, Infrastructure Project Manager SUBJECT: Award of Bid No. 2022021 North County Library Expansion, IRC -2009 DATE: April 4, 2022 DESCRIPTION AND CONDITIONS The North County Library was constructed in 1990 and expanded in 2002 to bring the total square footage to 25,445. The Library Master Facility Plan 2005-2025 states that by 2025 the North County Library facility should be built out to between 32,397 and 53,995 square feet. Additionally, the North County Library is very busy and is located in an area that has seen substantial population growth. Particularly, children's services have been identified as an area that needs expanded attention. As such, the Board of County Commissioners approved a Work Order, on April 7, 2020 to Donadio and Associates (now Spiezle) for the design of a 2,800 -square foot addition to the North County Library to modify the existing story room and expand it into a makerspace/STEAM Lab, provide for two small conference rooms and other ancillary improvements to support the expansion. The project was designed, permitted and advertised for construction and a bid opening for the project was held on March 8, 2022. One (1) bid was received and opened. A detailed bid tabulation is on file and available for viewing in the County Engineering Division. Bid total is as follows: COMPANY BID Proctor Construction Co. V Vero Beach, FL $1,865,456.10* *Denotes mathematical errors on bid form corrected Proctor Construction Co. is considered to be the lowest, responsive, responsible bidder for the project with a bid totaling $1,865,456.10. The bid is $792,313.10 over the engineer's cost estimate of $1,073,143.00. There was a substantial difference between the Architect/Engineer's cost estimate, which was prepared on August 12, 2021 and the sole bid. The difference in the Architect/Engineer's cost estimate and the Contractor's bid is due to the sharp rise in material, labor, and fuel costs which are unprecedented and which were unforeseen six -months ago when the estimated cost was prepared. The Architect/Engineer and staff have reviewed the received bid and found it to be consistent with current market prices. 166 Proctor Construction Co. hasp rovided professional services forth eCounty in a satisfactory manner and upon checking references staff has determined that Proctor Construction Co. has successfully completed similar construction projects. FUNDING Funding for $1,448,726.00 of the cost is currently available in three accounts shown below. The balance of approximately $416,731.00 will be requested in the fiscal year 2022/2023 budget. The projected construction schedule will extend into next fiscal to coincide with the future budget amendment. Account Name Account Number Amount General Fund/North County Library/Construction in 00111271-066510-20027 $232,073 Progress/NC Library Expansion County Impact Fee/North County 10311271-066510-20027 $120,082 Library/Construction in Progress/NCL Expansion Optional Sales Tax/North County 31511271-066510-20027 $1,096,571 Library/Construction in Progress/NC Library Expansion To be programmed into the FY22/23 CIE from 31511271-066510-20027 $416,731 Optional Sales Tax/North County Library/NC Library Expansion Total $1,865,457 RECOMMENDATION Staff recommends the project be awarded to Proctor Construction Co. in the amount of $1,865,456.10. Staff further recommends the Board approve the sample agreement and authorize the Chairman to execute said agreement after review and approval of the agreement and the public construction bond by the County Attorney as to form and legal sufficiency, and the receipt and approval of required insurance by the Risk Manager. ATTACHMENTS Sample Agreement AGENDA ITEM FOR APRIL 12, 2022 167 SECTION 00520 - Agreement (Public Works) TABLE OF CONTENTS Title Paae ARTICLE1 -WORK ............................................................................................................2 ARTICLE2 - THE PROJECT..............................................................................................2 ARTICLE3 - ENGINEER....................................................................................................2 ARTICLE 4 - CONTRACT TIMES.......................................................................................2 ARTICLE 5 - CONTRACT PRICE.......................................................................................3 ARTICLE 6 - PAYMENT PROCEDURES............................................................................3 ARTICLE 7 - INDEMNIFICATION.......................................................................................4 ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS.......................................................4 ARTICLE 9 - CONTRACT DOCUMENTS...........................................................................6 ARTICLE 10 - MISCELLANEOUS.......................................................................................7 I'THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY] Agreement (Public Works) REV 04-07 - 00520 - 1 F1Pubk WorkslENGINEERING DIVISION PROJECTS0009 North County LibraryAddilion11-Admin\Bids\Bid Documents\DIV 0 -3 -contract Forms.U8 SECTION 00520 - Agreement (Public Works) 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 (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 -WORK 1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: PROJECT DESCRIPTION: The proposed improvements will consist of constructing a single story 2,800 square foot library addition and two small conference rooms, with split block walls, wood trussed shingle roof, relocating utilities including sanitary sewer, storm sewer, and expanding the existing parking lot. ARTICLE 2 - THE PROJECT 2.01 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: NORTH COUNTY LIBRARY EXPANSION County Project Number: IRC -2009 Bid Number: 2022021 Project Address: 1001 Sebastian Blvd., Sebastian FL 32958 ARTICLE 3 - ENGINEER 3.01 The Indian River County Public Works Department is hereinafter called the ENGINEER and will 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 the completion of the Work in accordance with the Contract Documents. ARTICLE 4 - CONTRACT TIMES 4.01 Time of the Essence A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 4.02 Days to Achieve Substantial Completion, Final Completion and Final Payment A. The Work will be substantially completed on or before the 240th calendar day after the date when the Contract Times commence to run as provided in paragraph 2.03 of the General Conditions, and completed and ready for final payment in accordance with paragraph 14.07 Agreement (Public Works) REV 04-07 - 005201-2 FAI`ublic Works\ENGINEERING DIVISION PROJECTS\2009 North County Library Addition\1-Admin\Bids\Bid Documents\DIV 0_3_Conlract Forms.do1L'c of the General Conditions on or before the 270th calendar day after the date when the Contract Times commence to run. 4.03 Liquidated Damages A. CONTRACTOR and OWNER 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 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. Liquidated damages will commence for this portion of work. The parties 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 $1,694.00 for each calendar day that expires after the time specified in paragraph 4.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $1,694.00 for each calendar day that expires after the time specified in paragraph 4.02 for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 5 - CONTRACT PRICE 5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents, an amount in current funds equal to the sum of the amounts determined pursuant to paragraph 5.01.A and summarized in paragraph 5.01,13, below: A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as an exhibit. B. THE CONTRACT SUM subject to additions and deductions provided in the Contract: Numerical Amount: $ Written Amount: ARTICLE 6 PAYMENT PROCEDURES 6.01 Submittal and Processing of Payments A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions and the Contract Documents. 6.02 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 ten percent (10%) Agreement (Public Works) REV 04-07 - 00520-3 FAPublic WorkslENGINEERING DIVISION PROJECTSX2009 North County Library AddilionN-AdminWidslBid DocumentslDIV 0_3 Contract Forms.ff11oox770 of the payment amounts due to the CONTRACTOR until fifty percent (50%) completion of the work. After fifty percent (50%) completion of the work is attained as certified to OWNER by ENGINEER in writing, 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. Pursuant to Florida Statutes section 218.735(8)(b), fifty percent (50%) completion means the point at which the County as OWNER has expended fifty percent (50%) of the total cost of the construction services work purchased under the Contract Documents, together with all costs associated with existing change orders and other additions or modifications to the construction services work provided under the Contract Documents. 6.03 Pay Requests. A. Each request for a progress payment shall be submitted on the application provided by OWNER and the application for 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. 6.04 Paragraphs 6.02 and 6.03 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. 6.05 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 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 Public Construction Bond. ARTICLE 7 - INDEMNIFICATION 7.01 CONTRACTOR shall indemnify OWNER, ENGINEER, and others in accordance with paragraph 6.20 (Indemnification) of the General Conditions to the Construction Contract. ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS 8.01 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 Bidding Documents. Agreement (Public Works) REV 04-07 - 0052011-4 FAPublic Works\ENGINEERING DIVISION PROJECTS0009 North County Library Addition\1-Admin\Bids\Bid Documents\DIV O-3—Contract Forms..1 %x, 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 carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in paragraph 4.02 of the General Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which have been identified in the Supplementary Conditions as provided in paragraph 4.06 of the General Conditions. E. 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 F. 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. G. 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. H. 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. I. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. J. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. K. Contractor is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also responsible for obtaining proof of E -Verify registration for all subcontractors. Agreement (Public Works) REV 04-07 - 00520 -5 FAPublic Works\ENGINEERING DIVISION PROJECTS12009 North County Library Addilionll-AdminlBids0d DocumentsTIV 0_3_Conlracl Forms. 172 ARTICLE 9 - CONTRACT DOCUMENTS 9.01 Contents A. The Contract Documents consist of the following: 1. This Agreement (pages 00520-1 to 00520-10, inclusive); 2. Notice to Proceed (page 00550-1); 3. Public Construction Bond (pages 00610-1 to 00610-3, inclusive); 4. Sample Certificate of Liability Insurance (page 00620-1); 5. Contractor's Application for Payment (pages 00622-1 to 00622-6 inclusive); 6. Certificate of Substantial Completion (pages 00630-1 to 00630-2, inclusive); 7. Contractor's Final Certification of the Work (pages 00632-1 to 00632-2, inclusive); 8. Professional Surveyor & Mapper's Certification as to Elevations and Locations of the Work (page 00634-1); 9. General Conditions (pages 00700-1 to 00700-44, inclusive); 10. Supplementary Conditions (pages 00800-1 to 00800-13, inclusive); 11. Specifications as listed in Division 1 (General Requirements) and Division 2 (Technical Provisions); 12. Civil Drawings consisting of an index sheet and sheets numbered CC=1 through C-14, inclusive, with each sheet bearing the following general title: NORTH COUNTY LIBRARY EXPANSION Architectural Drawings consisting of a cover and index sheet and sheets numbered A1.10 through A6.11, with each sheet bearing the following general title: ADDITION FOR NORTH COUNTY LIBRARY• Structural Drawings consisting of sheets numbered SS=1 through SS=2, inclusive, with each sheet bearing the following general title: AN ADDITION FOR: NORTH COUNTY LIBRARY: and MEP Drawings consisting of an index sheet and sheets numbered EO -1 through FS2.2, inclusive, with each sheet bearing the following general title: ADDITION FOR NORTH COUNTY LIBRARY: 13. Addenda (if applicable ); 14. Appendices to this Agreement (enumerated as follows): Appendix A — Permits Appendix B — Indian River County Fertilizer Ordinances Appendix C — Indian River County Traffic Engineering Special Conditions for Right of Way Construction Appendix D — Stormwater Report 15. CONTRACTOR'S BID (pages 00310-1 to 00310-09, inclusive); Agreement (Public Works) REV 04-07 - 00520 - 66 F:\Public Works\ENGINEERING DIVISION PROJECTS\2009 North County Library AddillonN-AdmiMBidslBid DoCUmentstDIV 0-3—Contract Forms.UP 16. Bid Bond (page 00430-1); 17. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships (pages 00452-1 to 00452-2, inclusive); 18. Sworn Statement Under the Florida Trench Safety Act (pages 00454-1 to 00454-2, inclusive); 19. Qualifications Questionnaire (page 00456-1 to 00456-3, inclusive); 20. List of Subcontractors (page 00458-1); 21. Certification Regarding Prohibition Against Contracting with Scrutinized Companies (page 00460-1); 22. 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 10 - MISCELLANEOUS 10.01 Terms A. Terms used in this Agreement will have the meanings indicated in the General Conditions. 10.02 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.03 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 coverants, agreements, and obligations contained in the Contract Documents. 10.04 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 Agreement (Public Works) REV 04-07 - 005201-']7 I'APublic Works\ENGINEERING DIVISION PROJECTSQG09 North County Library Addition\t-Admin\Bids\Bid Documents\DIV 0_3 Contract Forms.U4 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. 10.05 Venue A. This Contract 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 Contract 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. 10.06 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 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 publicrecordsftircgov corn Indian River County Office of the County Attorney 1801 27th Street Vero Beach, FL 32960 Agreement (Public Works) REV 04-07 - 00520 18 I'APublic Works\ENGINEERING DIVISION PROJECTS12009 North County Library Additionll-AdmWBidslBid Documents\DIV 0_3 Contract Forms, d1 5 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. [The remainder of this page was left blank intentionally] Agreement (Public Works) REV 04-07 - 005201 99 I'APublic Works\ENGINEERING DIVISION PROJECTS0009 North County Library Addition\t-Admin\Bids\Bid Documents\DIV 0-3—Contract Forms.176 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. This Agreement will be effective on 2022 (the date the Contract is approved by the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement). OWNER: CONTRACTOR: INDIAN RIVER COUNTY By: Peter O' Bryan, Chairman By: Jason E. Brown, County Administrator APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Dylan Reingold, County Attorney Jeffrey R. Smith, Clerk of Court and Comptroller Attest: Deputy Clerk (SEAL) Designated Representative: Name: James W. Ennis, P.E., PMP Title: Assistant Public Works Director 1801 27th Street Vero Beach, Florida 32960 (772) 226-1221 Facsimile: (772) 778-9391 la (Contractor) (CORPORATE SEAL) Attest Address for giving notices: License No. (Where applicable) Agent for service of process: Designated Representative: Name: Title: Address: Phone: Facsimile: (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) * * END OF SECTION * * Agreement (Public works) REV 04-07 - 00520 - 100 FAPublic WorkstENGINEERING DIVISION PROJECTS\2009 North County Library Addilion\1-AdminlBidsl8id DOCUmants\DIV 0_3_Conlract Forms.jct 7 a;3 INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Jason E. Brown, County Administrator THROUGH: Richard B. Szpyrka, P.E., P.E., Public Works Director James Ennis, P.E., Assistant Public Works Director FROM: Kirstin Leiendecker, P.E., Roadway Production Manager SUBJECT: Change Order No. 2 53rd Street over Lateral A Canal Bridge Widening IRC -1505 DATE: April 4, 2022 DESCRIPTION AND CONDITIONS On April 6, 2021 the Board of County Commissioners awarded Bid No. 2021018 to Halley Engineering Contractors, Inc. (HEC) for roadway improvements for 66th Avenue from 49th Street to 69th Street in the amount of $32,728,137.85. A notice to proceed was issued on June 1, 2021 with a contract time of 750 days to final completion. On September 21, 2021 the Board of County Commissioners approved Change Order No. 1 to the Contract which reduced the Contract amount by $55,000.00 to $32,673,137.85 and allowed for the redesign and construction of a modified bridge design for the 66th Avenue Bridge over North Relief Canal. Additionally, County staff requested that Halley Engineering Contractors, Inc., provide a proposal to construct a 5 -lane bridge section which would be necessary in the near future as part of our long-range planning program. This design update to widen the bridge was previously approved by the Board to accommodate future anticipated traffic volumes along 53rd Street due to anticipated development. The original bid cost for the 3 -lane bridge structure is $1,025,900.50. Halley Engineering Contractors, Inc. (HEC) provided a proposal to construct the widened 5 -lane bridge structure, using the FDOT Standard Florida Slab Beam (FSB) System design meeting 2021 Bridge Design Standards, for $1,867,717.85. This represents an increase of $841,817.35 to the cost of the contract. Furthermore, if the design had not been modified to an FSB -style structure and the original Post Tensioned Prestress Bridge design was required to be constructed it would have resulted in an additional cost of $130,000.00, at current market rates. In addition to the cost increase associated with the construction of the modified design, an additional 60 -days was requested for extended procurement and construction times for the larger structure. Change Order No. 2 is proposed to compensate the Contractor for a modified bridge design C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F4245F56\@BCL@F4245F56.178 Page 2 53rd Street over Lateral A Canal Bridge Widening Construction of 66th Avenue Roadway Widening (49th Street to 69th Street) IRC -1505 — Change Order No. 2 April 12, 2022 Meeting which widens 53rd Street Bridge over Lateral A Canal from 3 -lanes to 5 -lanes, changes the design of the superstructure to a FDOT Standard Florida Slab Beam (FSB) System instead of a Post Tensioned Prestress Bridge System, updates the bridge design to the 2021 standards, modifies the pay item for the bridge to a lump sum, and adds 60 -days of additional contract time. Indian River County and the Florida Department of Transportation (FDOT) have entered into a Transportation Regional Incentive Program (TRIP) grant and the FDOT has approved Change Order No. 2. L111►[01UTO Per the TRIP grant agreement, the County must fund the project and then request reimbursement of the grant share from FDOTto a maximum amount of $13,247,018.00 of the total cost for the project. To date, $9,019,139 has been spent from Traffic Impact Fee/District 11/66 1h Ave/49th-69th St, leaving a remaining expense balance of $11,248,798. Funding for the remaining expenses is budgeted as follows: Account Name Account Number Amount Traffic Impact Fees 2020/District 1/66th Ave/49th St — 69th St 10415141-066510-07806 $5,818,991 Optional Sales Tax/66th Ave/49th-69th St 31521441-066510-07806 $6,883,991 Total Budget $12,702,982 RECOMMENDATION Staff recommends the Board approve Change Order No. 2, authorizing the addition of 60 -days of Contract time and additional funding in the amount of $841,817.35. The new total contract amount will be $33,514,955.20. ATTACHMENTS Change Order No. 2 AGENDA ITEM FOR APRIL 12, 2022 179 C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F4245F56\@BCL@F424SF56.doc Change Order Concurrence DATE OF ISSUANCE: 03/28/2022 No. 02 EFFECTIVE DATE: 03/28/2022 OWNER: Indian River County CONTRACTOR Halley Engineering Contractors, Inc. Project: 66TH AVENUE ROADWAY WIDENING (49TH STREET TO 69TH STREET) OWNER's Project No. IRC -1505 OWNER'S Bid No. 2021018 FM No.: 436379-1-54-01 & 436379-1-54-02 You are directed to make the following changes in the Contract Documents: Description: Proceed with construction of 53`d Street Bridge over Lateral A Canal based on a redesigned set of plans Provided by Indian River County, that widens the 53`d Street Bridge from three (3) proposed travel lanes to five (5) proposed travel lanes. The following terms and conditions related to the approval of the Contractor's proposal have been agreed to by Indian River County (IRC) and Halley Engineering Contractors, Inc. (HEC): • The payment structure for the bridge items listed in Exhibit "A" will be changed to Lump Sum (LS). The lump sum amount for the new pay item was mutually agreed upon. Payment for the new lump sum pay item will be in accordance with the schedule of values attached copy labeled Exhibit "B". • No additional compensation will be provided if the Engineer determines that an overrun to an existing structure pay item not deleted by the Change Order is necessary solely as a result of HEC accepting to proceed with the work as one Lump Sum (LS) amount of $1,867,717.85. • No additional compensation will be provided if the Engineer determines that any incidental structures not discussed herein, but depicted in the new design are needed solely as a result of accepting to proceed with the work as one Lump Sum (LS) amount. This does not include additional costs for any possible utility conflicts encountered during the construction of the new bridge. • HEC will be provided an opportunity to thoroughly review the revised bridge plans and design before they are finalized. After the revised bridge plans and design have been finalized, incorporating/ addressing all HEC's comments, no additional compensation will be provided to HEC for any quantity discrepancies as a result of the revised bridge plans and design. • IRC will accept all responsibility for the removal costs of any "man-made" objects that are encountered during installation of any piers that remain in the original planned locations, consistent to the original terms of the Contract. • HEC will be responsible for any overrun of piling required as a result of the revised bridge plans and design, excluding unforeseen subsurface conditions. Any unforeseen subsurface conditions will be treated in accordance with the original Contract documents. • HEC has not made any modifications to the Maintenance of Traffic and general stipulations included in the contract documents as originally bid as a result of the proposed changes. Any required modifications will be submitted for approval prior to implementation, and the cost shall be the 180 responsibility of HEC. HEC accepts that Maintenance of Traffic is not substantially changed by bridge design modifications. IRC to provide the required drawings, calculations, applications and fees for any environmental permits or modifications to existing environmental permits solely necessary for the design. • IRC is committed to providing a 90% design and plans to HEC within 45 calendar days (45 days from the date the County issues a notice to proceed to Arcadis the Engineer -of -Record). HEC will have 21 calendar days to provide comments. IRC will provide 100% plans within 30 calendar days after receipt of comments from HEC. HEC will then have 21 days to provide final comments. IRC will provide the final design and plans within 15 calendar days after receipt of the final comments. • HEC shall provide an acceptable schedule of values forthe purposes of estimating monthly payments. HEC may elect to close 53`d Street to through traffic for a period not to exceed 180 calendar days (in lieu of 120 per the current Specifications) during construction of 53 d Street Bridge over Lateral A Canal. As a result of the above stated terms and conditions, modify the contract pay items as follows: Delete the following existing contract pay items: Item Number Description Unit Quantity Unit Cost Amount 110-3 - DEMOLITION AND 106 - 1A 53rd B REMOVAL OF EXISTING LS 1.00 $147,000.00 $147,000.00 BRIDGE 12450-88-18A - PRESTRESSED 107 - 1A 53rd B PRECAST DECK UNITS (18" x LF 432.00 $578.00 $249,696.00 4'-3" x 36'-0") 12450-88-18B - PRESTRESSED 108 - 1A 53rd B PRECAST DECK UNITS (18" x LF 72.00 $578.00 $41,616.00 4'-6" x 36'-0") 400-2-4 - CLASS II CONCRETE 109 - 1A 53rd B FOR CLOSURE POURS CY 15.00 $1,260.00 $18,900.00 BETWEEN DECK UNITS 110 - 1A 53rd B 415-1-4 - REINFORCING STEEL LB 990.00 $2.00 $1,980.00 521-5-1- CONCRETE TRAFFIC 111 - 1A 53rd B RAILING BARRIER (32" F LF 37.00 $105.00 $3,885.00 SHAPE) 521-5-4 - CONCRETE TRAFFIC 112 - 1A 53rd B RAILING BARRIER (32" LF 37.00 $105.00 $3,885.00 VERTICAL SHAPE) 521-72-3 - SHOULDER 113 - 1A 53rd B CONCRETE BARRIER WALL LF 100.00 $525.00 $52,500.00 (INDEX 410 - CANTILEVERED WALL) 460-70-2 - ALU M I N U M 114 - 1A 53rd B BICYCLE BULLET BARRIER LF 74.00 $62.00 $4,588.00 RAILING 115 - 1A 53rd B 400-2-5 - CLASS II CONCRETE CY 76.00 $1,575.00 $119,700.00 FOR PILE CAPS 116 - 1A 53rd B 415-1-5 - REINFORCING STEEL LB 12300.00 $2.00 $24,600.00 181 Item Number Description Unit Quantity Unit Cost Amount 455-133-2 - 18" SQUARE x 70'- 117 - 1A 53rd B 0" MINIMUM (TEST PILE - LF 140.00 $37.00 $5,180.00 ABUTMENT) 118 - lA 53rd B 455-34-2 - 18" SQUARE x 55'- LF 1045.00 $37.00 $38,665.00 0" MINIMUM (ABUTMENT) 455-34-2A - 14" SQUARE x 119 - 1A 53rd B 50'-0" MINIMUM (WING LF 600.00 $32.00 $19,200.00 BENT) 120 - 1A 53rd B 455-137 - PILE DYNAMIC LS 1.00 $525.00 $525.00 LOAD TESTING 121- 1A 53rd B 455-14-5 - 8" x 8'-0" x 12'-0" LF 312.00 $315.00 $98,280.00 SHEET WALL 122 - 1A 53rd B 400-2-4A - CLASS II CONCRETE CY 8.00 $1,050.00 $8,400.00 123 - 1A 53rd B 415-1-4A - REINFORCING LB 343.00 $2.00 $686.00 STEEL 124 - 1A 53rd B 400-2-10 - CLASS II CONCRETE CY 124.00 $368.00 $45,632.00 125 - 1A 53rd B 415-1-9 - REINFORCING STEEL LB 19570.00 $1.00 $19,570.00 126 - 1A 53rd B 715-2117 - 2" DIAMETER PVC LF 152.00 $15.00 $2,280.00 CONDUIT 127 - 1A 53rd B 339-1 - MISCELLANEOUS TN 8.37 $250.00 $2,092.50 ASPHALT 128 - 1A 53rd B 530-3-3 - (ROCK RUBBLE) TN 1232.00 $95.00 $117,040.00 Total $1,025,900.50 Add the following pay items and work to the contract: Added by CO 02 1 53`d Street Bridge Lump Sum LS 1.00 1 $1,867,717.85 1 $1,867,717.85 Reason for Change Order: The purpose of this Change Order is to compensate the Contractor to construct the 53`d Street Bridge over Lateral A Canal based on the redesigned 5 -lane typical section. Further, the Contractor agreed to a Lump Sum (LS) amount and an addition of sixty (60) days Contract time. There are many benefits to the redesign, including being able to accommodate future growth by being able to accommodate additional travel lanes. Other benefits include upgrading the bridge structure to the current FDOT Standards and changing from a prestressed/post tension single deck superstructure design to a prestressed Florida Slab Beam (FSB) design which decreases long-term maintenance costs & increases life of the structure. The net addition to the Contract will be $841,817.35, which includes pay item overruns, jobsite overhead and other indirect costs associated with the 60 -day time extension necessary to complete this work plus additional maintenance of traffic & erosion control for the additional 60 -day period. Attachments: (List documents supporting change) • Exhibit A: Contract Document List of Pay Items for 53`d Street Bridge (1 Page) • Exhibit B: Schedule of Values (1 Page) • Exhibit C: Change Order 02 Back-up Documentation (3 Pages) o Appendix A: Engineer's Estimate and Backup Documentation (22 pages) o Appendix B: Contractor's 5 Lane Cost Submittal (2 pages) o Appendix C: Engineer's Analysis & Support of the 60 -Day Contract Time Extension (5 pages) 182 CHANGE IN CONTRACT PRICE: Description Amount Original Contract Price $32,728,137.85 Substantial Completion: Net Increase (Decrease) from previous Change Orders No. 01 to 01: -$55,000.00 Contract Price prior to this Change Order: $32,673,137.85 Net increase of this Change Order: $841,817.35 Contract Price with all approved Change Orders: $33,514,955.20 Final Completion: CHANGE IN CONTRACT TIMES Description Time Original Contract Time: (days or dates) Substantial Completion: 720 Final Completion: 750 Net change from previous Change Orders No. N/A to N/A: (days) Substantial Completion: 0 Final Completion: 0 Contract Time prior to this Change Order: (days or dates) Substantial Completion: 720 Final Completion: 750 Net increase this Change Order: Substantial Completion: (days or dates) Final Completion: 60 60 Contract Time with all approved Change Orders: (days or dates) Substantial Completion: 780 Final Completion: 1 810 ACCEPTED: RECOMMENDED: APPROVED: John Morris William R Adams, III, P.E. Richard B. Szpyrka, P.E. CONTRACTOR (Signature) ENGINEER (Signature) OWNER (Signature) 183 O co a_ 1 Q x LU W J M 0 LUV m 0 uj cN_ G W F— W W F- S Qti O F- uj MW W N F- 0; RT LL O S Z W z W Q LLJ 5� L z U W '1 cr CL N 0 Cf Ln C) n M M �1* W O Ln cylh M kD M O Z 2 LL 00 O N O N Ln O Ln ry U 5 Z r ui O a 00 O 0 0 co E 0 0 0 0 4 0$ o S o 00 0 0 0 08 O S o 0 0 0 0 0 0 0 0 O t0 tD 0 0 LI In O 00 O p O O O O 0 0 0 LI) p u') O m .� 0 M W 00 p W O O 03 ul O ON H O 0 N O O N O O O tD m Qt 0 00 Ln L LD V, DO 00 M P, 00 O O QOi pe •--I M en nj r :71 L1 C0 (7 OC cc Lit C� N N n Ll} NLn N M A d .-1 N O 0 E to N to N N to 4h to t!t tJ} to to to to to th to to to to +R to to W T 0 r G1 m m n O Ln o Q V N O .V''-� O n 00 Ln �''� {M�y co rn ., ,uj� w 1 - Ln 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0$ a o 0 0 0 0 0 0 0 0 0 0 0 d o0 0 0 0 0 0 0 o 0 0 0 0 O w w O N N U1 N N U? N n� NU) tI') O N 00 ►i to O Ln •�' O r. r. tp O O ry �o rte. 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C SW =LL 0`w3� a z�a3 O Z" 2 O D C Q x Q Q C �r m m W m U — > QU U O L% L,7 W J C L_ Z C }- U W G O Z 2 Qm K _� 3 tJJ O U O Q Z Z Z_ N D< W N o O Q C w w d O �' i- LL Z= Lr W C Q LL J cc f' W LL 'i J Lid - d S _� Ln J O a Z J O U w U w W !- W w U U -� Ur W W' f- W w J O Q O C Lr W F- w W 00 w F W �% < a Q Co m Z a d v~i �i LL LL LL U Z u w 1- d O -i O w F g w w H> U N- U O C Q Q U U' LY x O _ m O � U N 0 0 n X u K A X U -N U Ur LA U U d O w 5 M aw cc n w ✓� Z O z 1- F- U �+ V Z O Z w W w w 2 ,y VS Z Z S Z Z w w J m U Ln F- U¢ w r- w H w D U U V) Ln o` C o' Q W C X ]L J O U U O U U F w z Q �] ° Ln Llai _ uNi = O w 0 z cr= p W O O � Q -° = a a a° V awc 3-° -auU� W W �a WV)ZZ S �?� z ��o�o� x uj zw Qi N == O- d U w CC 0 U 0= IL) N J E N U w cc w m .-, 00 -4 � .-. -' D_ Dc Q S U w m d U� w N c� C� LL O 0 a H Q m c m cc oc a �-4 '-4 W oo mN C d� d MN �toC rNh^u C Qco O m ZE NQ MO ,nLe) o N Ln �O r- N N M M 1-4 r4 N -i N -4 -4 M �-+ d N dQ N O Ln +y N N �n �r1 Lil O u1 O u"f Ln a7 O ✓1 to N t!1 tD d O d r+ d Ln v1 Ln Ln N O� f O M M = a V d C C' v d d v d r` M ✓7 00 O 0 0 co E 13901 NW 118th Avenue Miami, FL 33178 Phone: 305-883-0055 imorrisO- Aeveno.com TO: Indian River County CEI - CONSOR ATTN: Kelly Cowqer, PE 53rd St Bridge Redesign - SOV EXPIRA-10N DATE: PROJECT NO.: IRC -1505 LOCATION: 66th Ave ITEM # DESCRIPTION QUANTITY UNIT UNIT PRICE AMOUNT Test piles 1.00 LS $55,542.00 $55,542.0 End Bent 1 piles 1.00 LS $141,450.00 $141,450.0 End Bent 2 piles 1.00 LS $141,450.00 $141,450.00 End Bent 1 sheeting 1.00 LS $153,750.00 $153,750.0 End Bent 2 sheeting 1.00 LS $153,750,001 $153,750.00 End Bent 1 cap 1.00 1 LS $99,630.00 $99630.00 End Bent 2 cap 1.00 LS $99,630.00 $99,630.00 Rip Rap 1.00 LS $104,550.00 $104,550.00 FSB Bride Deck Panels 1.00 LS $441,325.85 $441,325.85 Concrete Topping for FSB Decks 1.00 LS $129,150.00 $129,150.00 Approach slab 1 1.00 LS $52,890.00 $52,890.00 Approach slab 2 1.00 LS $52,890.001 $52,890.00 Traffic Barrier Walls 1.00 LS $14,760.00 $14,760.00 Shoulder Barrer Walls 1.00 LS $73,800.00 $73,800.00 Aluminum Railing 1.00 LS $6,150.00 $6150.00 Demolition of EAsting Bride 1.00 LS $147,000.00 $147,0W0 $0.00 $0.00 $0.00 $0.00 $0.00 en nn Exhibit B - Page 1 185 Rev.3/14/2022 Exhibit C - Page 1 Page 1 of 3 CHANGE ORDER BACK-UP DOCUMENTATION FIN No.: 436379-1-54-01 & 436379-1-54-02 Contract No: IRC -1505 Change Order No.: 02 Amount $ 841,817.35 and 60 Days Title of Issue Widening the 53rd Street Bridge from three (3) proposed travel lanes to five (5) proposed travel lanes. I. Entitlement Analysis The purpose of this Change Order is to compensate the Contractor to construct the 53rd Street Bridge over Lateral A Canal based on the redesigned 5 -lane typical section. Further, the Contractor agreed to a Lump Sum (LS) amount and an addition of sixty (60) days Contract time. There are many benefits to the redesign, including being able to accommodate future growth by being able to accommodate additional travel lanes. Other benefits include upgrading the bridge structure to the current FDOT Standards and changing from a prestressed/post tension single deck superstructure design to a prestressed Florida Slab Beam (FSB) design which decreases long-term maintenance costs & increases life of the structure. The net addition to the Contract will be $841,817.35, which includes pay item overruns, jobsite overhead and other indirect costs associated with the 60 -day time extension necessary to complete this work plus additional maintenance of traffic & erosion control for the additional 60 -day period. II. Time Analysis The Contractor is pursuing a 60 -day time extension to complete the additional work. III. Engineer's Estimate a. Basis of Estimate The Engineer's Estimate was based on the original Contract unit prices plus a "delta" based on the current State -Wide -Average (SWA) minus the State -Wide -Average at time of original bid, multiplied by the Engineer -of -Records' revised quantities for a 5 -lane design. Considering the increase in unit cost is appropriate as the decision to proceed with the 5 -lane typical section redesign occurred at this time and the Contractor was unable to proceed with procurement of the original 3 -lane design components. To this we added Jobsite Overhead & Other Indirect Expenses as a function of total Mobilization, Maintenance of Traffic (MOT) and Erosion Control based on a per day rate using the original Contract time and original Contract bid price multiplied by the 60 -day time extension. Mobilization, MOT & Erosion Control are all original Contract pay item bid as one Lump Sum for original Contract time of 750 days. This resulted in an Engineer's Estimate totaling $848,256.54. Mobilization MOT Erosion Control Phase 1A $1,400,000 $230,000 $120,000 Phase 1B $1,800,000 $400,000 $145,000 $3,200,000 $630,000 $265,000 Divided by 750 days for a daily rate: $4,267 $840 $353 Multiplied by 60 day time extension: $256,000 $50,400 $21,200 186 IV. V. VI. VIII. Exhibit C - Page 2 Page 2 of 3 b. Estimate The Engineer's Estimate to widens the 531d Street Bridge from three (3) proposed travel lanes to five (5) proposed travel lanes resulted in the net increase to Contract in the amount of $848,256.54. This price includes all mark-ups and no bonding. Refer to Appendix "A" for a breakdown of the Engineer's Estimate and backup documentation. c. Contractor's Quote The Contractor's quote submitted a Change Order in the amount of Eight Hundred Forty -One Thousand Eight Hundred Seventeen Dollar and Thirty -Five Cents ($841,817.35). Refer to Appendix "B" for a breakdown of the Contractor's quote. d. Final Disposition After comparing the Engineer's Estimate of $848,256.54 to the Contractor's price of $841,817.35 the Contractor's proposal is less than the Engineer's Estimate by $6,439.19. After review of the Contractor's proposal the County has agreed to the Contractors price of $841,817.35 has been accepted. CRS Coding 503 Change resulting from engineering decision (use specific reason in lieu of this when possible) a. Avoidability Code: 0 - Unavoidable: No Remedial Action Required b. Cost Recovery Code: N - No Action Recommended c. Claim/Extend Limits Code: N — Neither Premium Cost Analysis There will be no premium costs involved with the change from three (3) proposed travel lanes to five (5) proposed travel lanes on the 53rd Street Bridge. None of the costs are the result of rework, delay, or inefficiency, therefore none of the costs associated with this issue are considered premium. 0 Agree ❑ Disagree Pursue Cost Recovery? ❑ Yes 0 No Statement of Claim Settlement Costs None Statutory Reason: This contract modification is being done in compliance with Florida Statute 337.11 (9), to make the project functionally operational in accordance with the intent of the original contract. VII. Federal Aid Participation 187 Exhibit C - Page 3 Page 3 of 3 Time: Sixty (60) Days Cost: Increase of Eight Hundred Forty -One Thousand Eight Hundred Seventeen Dollar and Thirty -Five Cents ($841,817.35) ❑ Participating 0 Non -Participating William R. 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W J W J W J w J W �J W J w _! 8 a U u W 0- 2 Ln Q u u m o Z Z Z Z Z Z Z Z Z Z Z Q K m N H �"' O m OQ N N '-! ti �"� Ln m Lo M •--�N Ln c� �n Ln H Lo d N to ri N V1 N N Ln H M to N V ul W V ZH .+ ry N r� e i %r .7 tp V r, -4ry H n .-� Q ' L 0 N 0 v 0 o .-4 0 N 0 N 0 N CD N N D L'I o0 00 r; N o m r; m m M c O c O 0 O Ln ., 0 N Ln N Ln N Ln N in N Ln "I" Lrn Ln N Ln N Ln N Ln = N r1 ('n M M M V d V V V d V a d d a V V C N V a. co E W W U Appendix A - Page 6 MATERIALS QUOTATION AND CONTRACT TO: JOB: INDIAN RIVER CO 66TH 53Fd Ave Redesign FAX: DATE: 2/15/22 GENTLEMEN: WE PROPOSE TO FURNISII MATERIALS DESCH MED 13F: LOW FO, 13 TRUCE. JOHSTE FOR T31E SUA3 OF S THIS PROPOSAL INCLUDES: F.O.B. TRUCK JOBSITE FSB18 APPROX. 756 LF X $ 331.00 PLF 8" PANELS APPROX. 408 LF X $ 226.00 PLF TAX NOT INCLUDED. NOTE: POST TENSION HARDWARE, SPIRAL RCBAR AND DUCTS SUPPLIED BY OTHERS TWO HOURS UNLOADING TIME ALLOWED FOR DELIVERIES. EXTENDED TINIE WILL BE CHARGED AT $75.00 PER HOUR NIGHT DELIVERIES NOT INCLUDED THIS PROP03AL IS SUBJECT TO CIIANOE PRIOR TO ACCEPTANCE, TO ANY APPLICABLE TAX THIS QUOTATION DOES NOT INCLUDE COST OF PERFORAIANCM OR PAYMENT BOND. SAID BONA WILL BE GLADLY FURNISHED AT SUYIII'S CS:PCNSL T1113 QUOTATION BECOMES EFFECTIVE AS A CONTRACT, AFTER ITS ACCIFTANCI HAS BELY uICUTED BY THE PURCHASER AND IT HAS BE" APPROVED AS A CONTRACT FOR DURA 37R7a.N, INC BY ONE OT ITS DULY AUTHORISED OFFICIALS. THIS QWTATION EXPIRES - DAYS FROM DATE HIRIJJF OELIYCJUE3 ARE TO B[GtN• >>>•»»>,>,>.>,>.»,, .., ,,>>,>,».>.>,>DAYS AFTER RECEIPT OF APPROVED SHOP PLANS, AND PRODUCTION RCQUIRMAM" NO CONDITIONS WHICII ARE NOT INCORPORATED IN THIS CONTRACT WILL BC If ECOOMIIED NO MODIFICATION OR TRANSFER OF TINS CONTRACT AFTER ACCEPTANCE SIIALL BC BINDING UPON SELLER UNLESS IN WRITING AND SIGNED BT ONE OF 1TS OFFICCRS. TIIIS PROPOSAL INCLUDES TERMS ON REVERSE 5101 01 THIS SHEET. ACCEPTED ERY PURCRASERI DURA -STRESS, INC. JOHN K. JARR_Tl UA-_ OAT'- 60S ATE 60S : -#-5 3 I - -* a.75 MATERIALS QUOTATION AND CONTRACT TO: JOB: INDIAN RIVER CO. 66TH AVE ATTN. FAX: DATE: 2/3/21 GENTLEMEN: WE PROPOSE TO FURNISH MATER L\LS DESCRIBED BELOW FO 13 TRUCK JOCSITE -FOR TI I SUM OF S_. THIS PROPOSAL INCLUDES: DECK SLABS 18" 8" SHEET PANEL F.O.B. TRUCK JOBSITE APPROX. 2498 LF APPROX_ 1340 LF 09 W TAX NOT INCLUDED. Appendix A - Page 7 $ 275.00 PLF 195.00 PLF NOTES POST TENSION HARDWARE, SPIRAL REBAR AND DUCTS SUPPLIED BY OTHERS PRODUCED PER FDOT STANDARD SPECIFICATIONS CORROSION INHIBITOR ADMIXTURES NOT INCLUDED IF REQUIRED. TWO HOURS UNLOADING TIME ALLOWED FOR DELIVERIES, EXTENDED TIME WILL BE CHARGED AT $75.00 PER HOUR NIGHT DELIVERIES NOT INCLUDED T7111MS PROPOSAL 13 SUDJtCT TO CHANCE PRIOR TO ACCZrTANCZ TO ANY APPLICABLE TAX TQUOTATION DOES NOT INCLUDE COBT OF PERFORMANCE OR FAYMVFY BOND SAID BOND WILL BE GLADLY PURHISHED AT BUYER'S EXPINSL THIS QUOTATION BZCOMZS EFFECTIVE AS A CONTRACT, AFTER ITS ACCZrTANCE It" CEL\ EXECUTED BY T11E FURCKASER AND IT HAS BEEN APPROVED AS A CONTRACT FOR DURA STRESS, INC BY ONE Or ITS DULY AUTMORMLD OFIICIALS, THIS QUOTATION EZMRZS SII DAYS PROM DATE HEREOF DZLNGiIZ1 ARZ TO BEGIN ••+++.+++•.+... ....... .....+...........—DA" AFTER RZCZIPT OP APPROVED SiloP FLANS, AND PRODUCTION RtQU1RENZNTI. 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O O O O 0 O O O o O 0 O 0 O O O O O O 0 O O 0 O O O 0 0 O O O O O O O O O O O O '10 O O O O O O O O O O O O O 0 O O O O 0 0 O 0 O O 0 0 0 O O O O O O O 0 0 O O 0 -r1 O O O O O O O O O O O M 0 O O N W O O O O N O O O O O O O O O O O O O O O O O O H 41 (d[ HC; D d M N O 0 O O O m-; M M r N M 111 N 01 01 m m Il H r d d d N N d H C1 m r 111 i! ro N M M 1D N Ot O m l0 LnN m O w f+1 r O N Ill 111 r M m l0 m 0 LnD> O al N H N O N LnN 0 Cl r 10 N O r-1 ;vM H O1 w M v v %o IP In al H M 1D r Ill m H H M N dI w N H M M ul H H r r m m yI M M O r H N H r VI H H N H m r H Q1 H N H 1-1 -1 O O O H M O o O O O O o r 0 l' 1D O O O 10 Ill O O 111 N d, Ill H O H 10 O O , N 1D r m w H r (N O N O m m 0 0 0 0 0 0 0 m Ill 111 m 0 0 0 m M v w m N m N r -I O m v O O C M r m H 10 (6 �j 4J OV� tll O O H O O r Ill O O O O M m M m lD Il1 10 d� 01 a} O m N m H m r O1 4 O m N w* O N H O � r N H Ill 111 d� O r Vl lf1 O 10 O r r N O M N M 0 v 111 H w r w Ill O111 N m N 0 Il) m N m L11 M E Ol H v O H O Ill c} r M H H m m LIl r lD r r N H w N Ill m r H r N H m M m 'rN Ill 10 M 1D ml 0 0 Ill 01 N r ID H 1D r O r O M H m m w ; O M N m 1D ; N c 01 r M 01 H 111 N r d; O r H Ill N r m V} O V) V)- V} -v N M r O H H 111 m o r 117 N VI v N M 10 v VI v V} V} H 0) dv H O H O V} V} V? H V} 11 V} V? N O m Ill N 117 V} N O) N c O) Ill V} H 111 V} H V} M N M H N H N M H H 111 M H H V? V} to V} V} V} V} V} `dIll O Ill m LD r O m O M O M r V- dv r 117 O o M H M v N 1D Ill m N r M r m O O H In m N O r L O IP NM 111 N O 1D O m O 1C Cl M M r 0 0 0 H11 m 1 11) I: 01 O O r01 N M r 0 0 1D O m O O N .L' ro y r 111 4 m m U1 N U1 Il1 N m 10 01 m (,4 O m U) Ill 111 M r U7 r M r m 11) m zv N r O,v N O m w r b1 S4 W M m M m M r r (1 O V4 r 111 W N m M 1D r CO O m M N H N V} V)- H 1D (N M N O H Vi W r M H -A N V)m M V} V V} Ill V1. V2 H H H (3l V} V V} 4/1• H H V)- H M V). V? V} V)- Vi V} V) N H H r 0 H 1 m ;vV} L? VT V} V? L} L} V} V). V} V)- V} - - - - - V} N N H M H m V)- V)- Vi @ Vi 4-I I d� H 10 M-1 cr H O H N N M d, 10 w r O H H N N N r dI a\ N tP M M m O M H H H H o 1D 01 m O U1 N H H H 10 H Ill M H r H N N N m 117 r J-1 H 0 0 u z m m m H N dI m m H N m dr 111 V1 1D M H O H M H N H N M lzp H N O'IV w r H H H H H H H H H N N N N N M H H N M M M dI 111 N H H H lfl lf1 lD r r r r m m M Ill 111 lf) If1 r r r m m m m E I c w � � w w w � a� w w �r 1c 1D r o 0 0 0 0 0 o w 1D 1D 1D 1D 1D 1D 1D 1D 1D 1D 1D 1D lD 1D 1D 1D 1D U1 N N N N N N N N N N N N N N N M M M M M M M M M M M M M M M M M M M M M M M M M H Ill 0 In 0 0 0 to 0 0 to 0 0 lr 0 to 0 0 Ill 0 0 N 0 0 0 0 0 0 0 0 0 0 0 0 N 0 0 0 0 0 0 H 0 O 0 O O O 0 O O 0 O O C O 0 O O 0 O O 0 O O O O O O O O O O O O 0 O O O O O O Appendix B - Page 1 SUMMARY OF WORK ORDER 66th Avenue Project NO. IRC -1505 HEC #2105 DATE: Thursday, February 24, 2022 DESCRIPTION: 53rd St. Bridge - Redesign LABOR BREAKDOWN DESCRIPTION U/M RATE QTY EXTENSION BURDEN TOTALCOST Project Manager wk $2,250.00 9.00 1 $ 20,250.00 45.00% $ 29,362.50 Project Foreman wk $ 1,500.00 9.00 1 $ 13,500.00 1 45.00%1 $ 19,575.00 k_K- iecnniudn HK a 16.UU ibU.UU pini##i#i# 45.UU% 5 9,396.00 TOTAL LABOR: $ 58,333.50 EQUIPMENT BREAKDOWN DESCRIPTION # UNITS U/M RATE QTY EXTENSION Jeep SUV 1 HR $ 10.00 1 360.00 1 $ 3,600.00 Chevy 1500 P/U 2 HR $ 10.00 360.00 $ 7,200.00 TOTAL EQUIPMENT: $ 10,800.00 MATERIAL BREAKDOWN DESCRIPTION U/M RATE QTY EXTENSION EA $ $ EA $ $ TOTAL MATERIAL: S SUBCONTRACTOR COSTS I DESCRIPTION U/M RATE QTY EXTENSION Cone & Graham (See Attached) I LS $1,634,871.00 1 1.001 $ 1,634,871.00 Total Subcontractor S 1,634.871.00 TOTAL LABOR: $ 58,333.50 TOTAL EQPT: $ 10,800.00 15% markup $ 10,370.02 total $ 79,503.50 TOTALSUBC: $ 1,634,871.00 5% Mark-up $ 81,743.55 TOTAL: $ 1,716,614.55 extended erosion control 265,000.00/750=$353.33/Day x 60= 21,199.80 led Maintenance of Traffic $630,000.00/750 = $840.00/Day x 6C 50,400.00 TOTAL COST: $ 1,867,717.85 Delete 53rd St Bridge in contract 1,025,900.50 Total additional to contract $841,817.35 211 Appendix B - Page 2 Stacy Griffin From: William R. Adams, III <wadams@consoreng.com> Sent: Wednesday, March 9, 2022 2:21 PM To: Kelly Cowger Cc: Stacy Griffin; Jose Arauz; Kirstin Leiendecker Subject: FW: 53rd St Bridge Re-design.xls Attachments: 53rd St Bridge Re-design.pdf Kelly, Rich has approved this pricing. Please move forward with drafting Change Order backup so this can get presented to the Board for approval, ASAP. Note it is based on a new design using the Florida Slab Beams. The county will have Arcadis/Wantman prepare the new design. Thanks, Bill William R. Adams, III, PE Sr. Vice President, Florida Construction Services CONSOR Engineers, LLC too obite: +1.813.927.6011 CONSOR From: John Morris <jmorris@halleyeng.com> Sent: Thursday, February 24, 2022 2:56 PM To: Kelly Cowger <kcowger@consoreng.com>; William R. Adams, III <wadams@consoreng.com> Cc: Jean Leon <jleon@halleyeng.com>; John Morris <jmorris@halleyeng.com> Subject: 53rd St Bridge Re-design.xls Kelly — Here is the total cost summary sheet to go with what I sent over earlier today. Let me know if you have any questions, or when we can set up a meeting to discuss. Thanks, John Morris 212 Analysis of 60 -Day Contract Time Extension Based on the redesigned 5 -lane typical section, the 53�d Street Bridge increased in width from 67'-1" to 98'-1", or 46.21% increase in size of the overall structure. See attached typical sections. Per the original contract documents 120 days was allocated to construction of the original 3 -lane typical section bridge at 53rd Street. See attached pages from Contract documents. Using percentage increase in size of the bridge to the days needed to complete this additional work resulted in entitlement of 60 -day time extension to the Contractor. Increase in Size. Therefore, Percent Increase in Time to Complete 46.21% more Work: Redesigned 5 -Lane Typical Section = 98.0833 Feet Original 3 -Lane Typical Section = 67.0833 Feet Original 3 -Lane Typical Section = 120 The Contractor's baseline CPM schedule at 53rd Street Bridge: = 46.21% Increase in Size = 55.452 or Days x 46.21% approximately 60 -Day Time Extension 213 2 O � U w U) � «� Uw >-ƒ �q wC") 2co 0 <� ce) � « 2 (D Of O � � - - �fA 222'VOH!" � mw_2m!<FOs \ r § � � & � §�® \-- � � 2 O_ � LU Ln V) -- � � 2 \ \ U {) ? c c ® LU kLU p U-) 0 ƒ L -- �--. - .\\ ----.— �- _ « ~ $ \ , A 8,9 \ { \ \ @tz ° § & � \ � \) » | _ § _L!) \ • !z mamdm_ 70d_ � � � < / i / \ m � 31,11 -- — dR \ _ E /\ ƒ !�_ . V) 4 L �<| Q v 2 9 - O O � - 2 v ƒ \! \ \ q O � §E 2 ,\/ S ( � § \� _ w E\ 2 Ln 0 L q O-0 Ln ƒ LU!I ` m � --- - « U� - CLw >-w ® LL t\ wq ƒ ? - �o .� �co 2 ° � O ± 2 7 ± ( ; w l \ L -0-- ! T a§ ^ \ 2 / / R zoo \� \))\ ! i `}§| \L \/ ,. .-. \];! < / i / \ m � Division 2 -Technical Provisions, IRC -1505 Phase 1 The cost of all work included in the Maintenance of Traffic Plan shall be included in the pay item for Maintenance of Traffic. The Contractor shall be responsible for performing daily inspections, including weekends and holidays, with some inspections at nighttime, of the installations on the project and replace all equipment and devices not conforming with the approved standards during that inspection. The project personnel will be advised of the schedule of these inspections and be given the opportunity to join in the inspection as is deemed necessary. C. TRAFFIC CONTROL - STANDARDS: The FDOT Design Standards For Design, Construction. Maintenance and Utility Operations On The State Highway System. Edition as dated on the plans set forth the basic principles and prescribes minimum standards to be followed in the design, application, installation, maintenance and removal of all traffic control devices and all warning devices and barriers which are necessary to protect the public and workmen from hazards within the project limits. The standards established in the aforementioned manual constitute the minimum requirements for normal conditions, and additional traffic control devices warning devices, barriers or other safety devices will be required where unusual, complex or particularly hazardous conditions exist. The above referenced standards were developed using F.H.W.A., U.S.D.O.T. Manual on Uniform Traffic Control Devices (MUTCD). D. TRAFFIC CONTROL DEVICES, WARNING DEVICES AND BARRIERS - INSTALLATION: The responsibility for installation and maintenance of adequate traffic control devices, warning devices and barriers, for the protection of the travel in public and workmen, as well as to safeguard the work area in general shall rest with the Contractor. Consideration shall be given to recommendations of the Engineer. The required traffic control devices, warning devices and barriers shall be erected by the Contractor prior to creation of any hazardous condition and in conjunction with any necessary re-routing of traffic. The Contractor shall immediately remove, turn or cover any devices or barriers which do not apply to existing conditions. All traffic control devices shall conform to MUTCD standards and shall be clean and relatively undamaged. Damaged devices diminishing legibility and recognition, during either night or day conditions, are not acceptable for use. E. NO WAIVER OF LIABILITY: The Contractor shall conduct his operations in such a manner that no undue hazard will result due to the requirements of this article, and the procedures and policies described therein shall in no way act as a waiver of any of the terms of the liability of the Contractor or his surety. F. Contractor's Maintenance of Traffic Plan shall maintain continuous vehicular traffic on 66th Avenue at all times. The Contractor shall maintain one lane of traffic at all times during 66th Avenue cross drain culvert constructions. The Contractor may elect to close through traffic for a period not to exceed 120 calendar days per roadway during the construction of the following bridges: Division 2— Technical Provisions -01025-5 216 F:\Public Works\ENGINEERING DIVISION PROJECTS\1505-66th Ave Widening 49th St to 69th St\1-Admin\Bid Documents\Master Contract Documents\DIV 2 TECHNICAL PROVISIONS.docx Division 2 - Technical Provisions, IRC -1505 Phase 1 a. 53rd Street Bridge over Lateral "A" Canal b. 61st Street Bridge over Lateral "A" Canal c. 65th Street Bridge over Lateral "A" Canal d. 69th Street Box Culvert over Lateral "A" Canal The Contractor may also elect to close the following roadways at the same time: Alternative 1 • 53rd Street • 61st Street Alternative 2 • 57th Street • 65th Street Please note the not to exceed 120 total calendar days will apply to both closing alternatives (i.e. Alternative 1; closings 53rd St, 61st St. cannot exceed 120 calendar days total). G. The Changeable Variable Message Sign shall be used as necessary. The location, message, and duration shall be as directed by Engineer. Changeable Variable Message Signs shall be included in Bid Item for Maintenance of Traffic — per Lump Sum as required by the Contractor's Maintenance of Traffic Plan. H. In addition to above, the Contractor shall comply with INDIAN RIVER COUNTY TRAFFIC ENGINEERING DIVISION SPECIAL CONDITIONS FOR RIGHT-OF-WAY CONSTRUCTION in Appendix C. Item of Payment Payment for the work specified in this item shall be made under: Phase 1A Bid Item No. 0102 1 - Maintenance of Traffic — Per Lump Sum Phase 113 Bid Item No. 102-1 - Maintenance of Traffic — Per Lump Sum Division 2 — Technical Provisions - 01025-6 217 F:\PubficWorks\ENGINEERING DIVISION PROJECTS\1505-66th Ave Widening_49th St to 69th SM-Admin\Bid Documents\Master Contract Documents\DIV 2_TECHN[CAL PROVISIONS.docx